Common use of Required Qualification Clause in Contracts

Required Qualification. (a) Subject to the provisions hereof, Holders holding Qualifiable Securities (the “Requesting Holders”) may request the Corporation to effect a Qualification of all or part of their Qualifiable Securities (such Qualification being hereinafter referred to as a “Demand Qualification”). Such a request will be in writing (such written request, a “Demand Notice”) and will specify the number and the description of Qualifiable Securities to be sold (the “Demand Qualifiable Securities”), the intended method of disposition (including whether the disposition will be underwritten) and the jurisdictions (which may only include Canada or any province thereof, other than Québec, or, if applicable pursuant to Section 2.2(b), the United States of America and the states thereof) in which the Requesting Holders request that the Demand Qualification be effected. The Corporation will not be obligated to file a prospectus or registration statement in connection with a Demand Qualification except during the Qualification Period and will not be obligated to file a prospectus or a registration statement within three months of the date of the receipt issued by the Commissions for any other final prospectus or the effective date of any other registration statement. In addition, the Corporation will not be obligated to: (i) effect more than two Demand Qualifications under this Agreement for the Shareholder Group; or (ii) effect more than one Demand Qualification for the Shareholder Group during any six-month period. For the purposes of this subsection, a Demand Qualification will not be considered as having been effected until a receipt has been issued for the final prospectus by the Commissions or, if applicable pursuant to Section 2.2(b), the registration statement has been declared effective by the SEC, pursuant to which the Demand Qualifiable Securities are to be sold; provided, however, that a Demand Qualification will not be considered as having been effected if the Demand Qualifiable Securities requested to be included in a registration hereunder are cut back pursuant to the provisions set forth below. In the event that the Corporation and/or any other securityholder of the Corporation proposes to offer and sell its securities as part of any Demand Qualification initiated by the Requesting Holders under this Agreement and the Demand Notice requests that the Demand Qualification be for an underwritten offering, and if the managing underwriter or underwriters advise the Corporation in good faith and in writing that the aggregate amount of securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the Demand Qualifiable Securities in such offering, then the Corporation will include in such Demand Qualification, to the extent of the amount that the managing underwriter or underwriters believe may be sold without causing such material adverse effect, first, the Qualifiable Securities of the Requesting Holders requested to be included in the offering under this subsection 2.1(a), and second, securities offered by the Corporation for its own account and/or by any other securityholder of the Corporation (in such proportions as between the Corporation and such other securityholders as determined by the Corporation in its sole discretion). (b) The obligation of the Corporation pursuant to subsection 2.1(a)to comply with the request of the Requesting Holders for a Demand Qualification is subject to the Corporation being entitled to postpone the filing of such prospectus or registration statement otherwise required to be prepared and filed by it pursuant hereto (or withdraw any prospectus or registration statement that has been filed by it pursuant hereto), in each case for a reasonable period of time (not to exceed 90 days nor more than twice in any 365 day period) if the Corporation delivers a certificate within 10 days of its receipt of such Demand Notice signed by its Chief Executive Officer or other senior executive officer or director stating that, in the good faith judgment of the Corporation’s board of directors, the Qualification and sale of the Demand Qualifiable Securities would be seriously detrimental to the Corporation or its shareholders. The Corporation will not register any securities for its own account or that of any other securityholder of the Corporation during any such 90-day period. (c) If during the Qualification Period the Corporation proposes to file a prospectus in Canada or, subject to Section 2.2(b), a registration statement in the United States, in order to permit the Qualification of its Common Shares to be issued pursuant to an underwritten offering for its own account or for the account of any holder of Common Shares, in a form and manner that, with appropriate changes, would permit the Qualification of Qualifiable Securities under such prospectus and/or registration statement, the Corporation will give reasonably prompt notice of its intention to do so to the Holders and will use all reasonable efforts to include in the proposed distribution such number of Qualifiable Securities (the “Piggy Back Qualifiable Securities”, and together with any Demand Qualifiable Securities, the “Designated Qualifiable Securities”) as any Holder will request (such Qualification hereinafter referred to as a “Piggy Back Qualification”, and together with any Demand Qualification, a “Secondary Qualification”) within 20 days (except in the case of a “bought deal” where the Holders will have only six hours to make such request if given two days advance notice of such transaction) after the giving of such notice, upon the same terms (including the method of distribution) as such distribution; provided that (i) the Corporation will not be required to include all such Piggy Back Qualifiable Securities in any such distribution by the Corporation if, in the case of an underwritten offering, the Corporation is advised in good faith and in writing by its managing underwriter or underwriters that the inclusion of any such Piggy Back Qualifiable Securities would likely, in their opinion, materially and adversely interfere with the orderly sale and distribution of the securities being offered by the Corporation or any such other securityholder, in which case first, the number of Common Shares of any other securityholder of the Corporation exercising such rights will be reduced as necessary on a pro-rata basis, and second, the number of Piggy Back Qualifiable Securities will be reduced as necessary on a pro-rata basis, (ii) the Corporation may at any time prior to the issuance of a receipt for such final prospectus or the effectiveness of any such registration statement pursuant to which the securities are to be sold, at its sole discretion and without the consent of the Holders, withdraw such prospectus and registration statement and abandon the proposed distribution in which the Holders have requested to participate, provided that the Corporation will pay, to the extent not prohibited by the Securities Laws, the Qualification Expenses in connection with such withdrawn prospectus or registration statement. The failure of a Holder to respond within the periods referred to in the immediately preceding sentence will be deemed to be a waiver of the Holder’s rights under this subsection 2.1(c) with respect to such Piggy Back Qualification. A Holder may also waive its rights under this subsection 2.1(c) by giving written notice to the Corporation. No Qualification of Qualifiable Securities under this subsection 2.1(c) will relieve the Corporation of its obligations to effect a Demand Qualification pursuant to subsection 2.1(a) hereof. The Holders will be entitled to unlimited Piggy Back Qualifications. (d) Notwithstanding the other provisions of this Section 2.1, the Corporation shall not be obligated to effect a Demand Qualification if within five (5) Business Days after receiving a Demand Notice, the Corporation notifies the holders of all Demand Qualifiable Securities of its intention to file a prospectus in Canada, or, subject to Section 2.2(b), a registration statement in the United States in order to permit the Qualification of the issuance by the Corporation of its Common Shares for an underwritten public offering and within ninety (90) days after providing such notice, files a prospectus (or registration statement, if applicable) for such offering. In such case, the holders shall have all the rights provided herein as if no such Demand Notice had been requested (including, for greater certainty any Piggy Back Qualification). If at any time the Corporation fails to pursue diligently such prospectus or offering, the provisions of the preceding sentence shall not apply and the Corporation shall be obligated to satisfy its obligations Section 2.1(a). With respect to such offering, the Corporation shall have sole authority to select or terminate the employment of underwriters, and to make all decisions in connection with the filing, effectiveness and consummation of the proposed offering, subject to the express provisions hereof.

Required Qualification. (a) Subject to the provisions hereof, Holders holding Qualifiable Securities (the “Requesting Holders”) may request the Corporation to effect a Qualification of all or part of their Qualifiable Securities (such Qualification being hereinafter referred to as a “Demand Qualification”). Such a request will be in writing (such written request, a “Demand Notice”) and will specify the number and the description of Qualifiable Securities to be sold (the “Demand Qualifiable Securities”), the intended method of disposition (including whether the disposition will be underwritten) and the jurisdictions (which may only include Canada or any province thereof, other than Québec, or, if applicable pursuant to Section 2.2(b), the United States of America and the states thereof) in which the Requesting Holders request that the Demand Qualification be effected. The Corporation will not be obligated to file a prospectus or registration statement in connection with a Demand Qualification except during the Qualification Period and will not be obligated to file a prospectus or a registration statement within three months of the date of the receipt issued by the Commissions for any other final prospectus or the effective date of any other registration statement. In addition, the Corporation will not be obligated to: (i) effect more than two Demand Qualifications under this Agreement for the Shareholder Group; or (ii) effect more than one Demand Qualification for the Shareholder Group during any six-month period. For the purposes of this subsection, a Demand Qualification will not be considered as having been effected until a receipt has been issued for the final prospectus by the Commissions or, if applicable pursuant to Section 2.2(b), the registration statement has been declared effective by the SEC, pursuant to which the Demand Qualifiable Securities are to be sold; provided, however, that a Demand Qualification will not be considered as having been effected if the Demand Qualifiable Securities requested to be included in a registration hereunder are cut back pursuant to the provisions set forth below. In the event that the Corporation and/or any other securityholder of the Corporation proposes to offer and sell its securities as part of any Demand Qualification initiated by the Requesting Holders under this Agreement and the Demand Notice requests that the Demand Qualification be for an underwritten offering, and if the managing underwriter or underwriters advise the Corporation in good faith and in writing that the aggregate amount of securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the Demand Qualifiable Securities in such offering, then the Corporation will include in such Demand Qualification, to the extent of the amount that the managing underwriter or underwriters believe may be sold without causing such material adverse effect, first, the Qualifiable Securities of the Requesting Holders requested to be included in the offering under this subsection 2.1(a), and second, securities offered by the Corporation for its own account and/or by any other securityholder of the Corporation (in such proportions as between the Corporation and such other securityholders as determined by the Corporation in its sole discretion). (b) The obligation of the Corporation pursuant to subsection 2.1(a)to 2.1(a) to comply with the request of the Requesting Holders for a Demand Qualification is subject to the Corporation being entitled to postpone the filing of such prospectus or registration statement otherwise required to be prepared and filed by it pursuant hereto (or withdraw any prospectus or registration statement that has been filed by it pursuant hereto), in each case for a reasonable period of time (not to exceed 90 days nor more than twice in any 365 day period) if the Corporation delivers a certificate within 10 days of its receipt of such Demand Notice signed by its Chief Executive Officer or other senior executive officer or director stating that, in the good faith judgment of the Corporation’s board of directors, the Qualification and sale of the Demand Qualifiable Securities would be seriously detrimental to the Corporation or its shareholders. The Corporation will not register any securities for its own account or that of any other securityholder of the Corporation during any such 90-day period. (c) If during the Qualification Period the Corporation proposes to file a prospectus in Canada or, subject to Section 2.2(b), a registration statement in the United States, in order to permit the Qualification of its Common Shares to be issued pursuant to an underwritten offering for its own account or for the account of any holder of Common Shares, in a form and manner that, with appropriate changes, would permit the Qualification of Qualifiable Securities under such prospectus and/or registration statement, the Corporation will give reasonably prompt notice of its intention to do so to the Holders and will use all reasonable efforts to include in the proposed distribution such number of Qualifiable Securities (the “Piggy Back Qualifiable Securities”, and together with any Demand Qualifiable Securities, the “Designated Qualifiable Securities”) as any Holder will request (such Qualification hereinafter referred to as a “Piggy Back Qualification”, and together with any Demand Qualification, a “Secondary Qualification”) within 20 days (except in the case of a “bought deal” where the Holders will have only six hours to make such request if given two days advance notice of such transaction) after the giving of such notice, upon the same terms (including the method of distribution) as such distribution; provided that (i) the Corporation will not be required to include all such Piggy Back Qualifiable Securities in any such distribution by the Corporation if, in the case of an underwritten offering, the Corporation is advised in good faith and in writing by its managing underwriter or underwriters that the inclusion of any such Piggy Back Qualifiable Securities would likely, in their opinion, materially and adversely interfere with the orderly sale and distribution of the securities being offered by the Corporation or any such other securityholder, in which case first, the number of Common Shares of any other securityholder of the Corporation exercising such rights will be reduced as necessary on a pro-rata basis, and second, the number of Piggy Back Qualifiable Securities will be reduced as necessary on a pro-rata basis, (ii) the Corporation may at any time prior to the issuance of a receipt for such final prospectus or the effectiveness of any such registration statement pursuant to which the securities are to be sold, at its sole discretion and without the consent of the Holders, withdraw such prospectus and registration statement and abandon the proposed distribution in which the Holders have requested to participate, provided that the Corporation will pay, to the extent not prohibited by the Securities Laws, the Qualification Expenses in connection with such withdrawn prospectus or registration statement. The failure of a Holder to respond within the periods referred to in the immediately preceding sentence will be deemed to be a waiver of the Holder’s rights under this subsection 2.1(c) with respect to such Piggy Back Qualification. A Holder may also waive its rights under this subsection 2.1(c) by giving written notice to the Corporation. No Qualification of Qualifiable Securities under this subsection 2.1(c) will relieve the Corporation of its obligations to effect a Demand Qualification pursuant to subsection 2.1(a) hereof. The Holders will be entitled to unlimited Piggy Back Qualifications. (d) Notwithstanding the other provisions of this Section 2.1, the Corporation shall not be obligated to effect a Demand Qualification if within five (5) Business Days after receiving a Demand Notice, the Corporation notifies the holders of all Demand Qualifiable Securities of its intention to file a prospectus in Canada, or, subject to Section 2.2(b), a registration statement in the United States in order to permit the Qualification of the issuance by the Corporation of its Common Shares for an underwritten public offering and within ninety (90) days after providing such notice, files a prospectus (or registration statement, if applicable) for such offering. In such case, the holders shall have all the rights provided herein as if no such Demand Notice had been requested (including, for greater certainty any Piggy Back Qualification). If at any time the Corporation fails to pursue diligently such prospectus or offering, the provisions of the preceding sentence shall not apply and the Corporation shall be obligated to satisfy its obligations Section 2.1(a). With respect to such offering, the Corporation shall have sole authority to select or terminate the employment of underwriters, and to make all decisions in connection with the filing, effectiveness and consummation of the proposed offering, subject to the express provisions hereof.,

Required Qualification. (a) Subject to the provisions hereof, Holders holding Qualifiable Securities (at any time and from time to time during the “Requesting Holders”) Qualification Period, the Holder may request the Corporation to effect a Qualification of all or part of their the Qualifiable Securities (such Qualification being hereinafter referred to as a “Demand Qualification”). Such a request will shall be in writing (such written request, a “Demand Notice”) and will shall specify the number and the description of Qualifiable Securities to be sold (the “Demand Qualifiable Securities”), the intended method of disposition (including whether the disposition will be underwritten) and the jurisdictions (which may only include Canada or any province thereof, other than Québec, or, if applicable pursuant to Section 2.2(b), the United States of America and the states thereof) in which the Requesting Holders request Holder, acting reasonably, requests that the Demand Qualification be effectedeffected (which shall, unless the Corporation agrees, include at least one province of Canada). The Corporation will shall not be obligated to file a prospectus or registration statement in connection with a Demand Qualification except during until six months following the Qualification Period closing of the Snowflake Acquisition and will thereafter shall not be obligated obliged to file a prospectus or a registration statement within three six months of the date of the receipt issued by the Commissions for any other final prospectus or the effective date of any other registration statement. In addition, the Corporation will shall not be obligated to: (i) to effect more than two six Demand Qualifications in total under this Agreement for the Shareholder Group; or (ii) effect more than one Demand Qualification for the Shareholder Group during any six-month periodAgreement. For the purposes of this subsection, a Demand Qualification will not be considered as having been effected until a receipt has been issued for the final prospectus by the Commissions or, if applicable pursuant to Section 2.2(b), or the registration statement has been declared effective by the SEC, as applicable, pursuant to which the Demand Qualifiable Securities are to be sold; provided, however, that a Demand Qualification will not be considered as having been effected if the Demand Qualifiable Securities requested to be included in a registration hereunder are cut back pursuant to the provisions set forth below. In the event that the Corporation and/or any other securityholder of the Corporation proposes to offer and sell its securities as part of any Demand Qualification initiated by the Requesting Holders under this Agreement and the Demand Notice requests that the Demand Qualification be for an underwritten offering, and if the managing underwriter or underwriters advise the Corporation in good faith and in writing that the aggregate amount of securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the Demand Qualifiable Securities in such offering, then the Corporation will include in such Demand Qualification, to the extent of the amount that the managing underwriter or underwriters believe may be sold without causing such material adverse effect, first, the Qualifiable Securities of the Requesting Holders requested to be included in the offering under this subsection 2.1(a), and second, securities offered by the Corporation for its own account and/or by any other securityholder of the Corporation (in such proportions as between the Corporation and such other securityholders as determined by the Corporation in its sole discretion). (b) The obligation of the Corporation pursuant to subsection 2.1(a)to 2.1(a) to comply with the request of the Requesting Holders Holder for a Demand Qualification is subject to each of the following: (i) the Corporation being shall be entitled to postpone for a reasonable period of time (not to exceed 90 days) the filing of such prospectus or registration statement otherwise required to be prepared and filed by it pursuant hereto (or withdraw any prospectus or registration statement that has been filed by if, at the time it pursuant hereto)receives the Demand Qualification request, the Corporation determines, in each case for a its reasonable period of time (not to exceed 90 days nor more than twice in any 365 day period) if the Corporation delivers a certificate within 10 days of its receipt of such Demand Notice signed by its Chief Executive Officer or other senior executive officer or director stating thatjudgment, in the good faith judgment of the Corporation’s board of directors, that the Qualification and sale of the Demand Qualifiable Securities would be seriously detrimental to the Corporation or its shareholders. The shareholders and gives prompt notice of such determination to the Holder; (ii) the Corporation will shall not register any securities for its own account be required to effect a Demand Qualification which includes Qualifiable Securities held by one or that of any other securityholder more Other TAM Clients unless the Holder also participates to a meaningful degree in such Demand Qualification; and (iii) the Corporation shall not be required to effect a Demand Qualification unless the Demand Qualifiable Securities either (A) constitute at least 20% of the Qualifiable Securities held by the Holder and the Other TAM Clients, together, at the time of the closing of the Snowflake Acquisition or (B) have an aggregate market price of at least CDN$20 million. Market price for the payment of the foregoing shall be calculated on the basis of the volume weighted average trading price of the Shares over the Toronto Stock Exchange on the 10 trading days immediately preceding the delivery to the Corporation during any such 90-day periodof the request for the Demand Qualification. (c) If during the Qualification Period the Corporation proposes to file a prospectus in Canada or, subject to Section 2.2(b), and/or a registration statement in the United States, States in order to permit the Qualification of its Common Shares to be issued securities from treasury pursuant to an underwritten offering for its own account or for the account of any holder of Common Shares, in a form and manner that, with appropriate changes, would permit the Qualification of Qualifiable Securities under such prospectus and/or registration statement, the Corporation will shall give reasonably prompt notice of its intention to do so to the Holders Holder and will shall use all reasonable efforts to include in the proposed distribution such number of Qualifiable Securities (the “Piggy Back Qualifiable Securities”, and together with any the Demand Qualifiable Securities, the “Designated Qualifiable Securities”) as any the Holder will shall request (such Qualification hereinafter referred to as a “Piggy Back Qualification”, and together with any a Demand Qualification, a “Secondary Qualification”) within 20 twenty days (except in the case of a “bought deal” where the Holders will Holder shall have only six three hours to make such request if given two days advance notice of such transaction) after the giving of such notice, upon the same terms (including the method of distribution) as such distribution; provided that (i) the Corporation will shall not be required to include all such Piggy Back Qualifiable Securities in any such distribution by the Corporation if, in the case of an underwritten offering, if the Corporation is advised in good faith and in writing by its managing underwriter or underwriters that the inclusion of any such Piggy Back Qualifiable Securities would likelymay, in their opinion, materially and adversely interfere with the orderly sale and distribution of the securities being offered by the Corporation or any such other securityholderCorporation, in which case first, the number of Common Piggy Back Qualifiable Securities and the number of Shares of any other securityholder of the Corporation shareholder exercising such rights will shall be reduced as necessary on a pro-rata basis, and second, the number of Piggy Back Qualifiable Securities will be reduced as necessary on a pro-rata basis, (ii) the Corporation may at any time prior to the issuance of a receipt for such final prospectus or the effectiveness of any such registration statement pursuant to which the securities are to be sold, at its sole discretion and without the consent of the HoldersHolder, withdraw such prospectus and registration statement and abandon the proposed distribution in which the Holders have Holder has requested to participate, provided that the Corporation will pay, to the extent not prohibited by the Securities Laws, the Qualification Expenses in connection with such withdrawn prospectus or registration statement. The failure of a Holder to respond within the periods referred to in the immediately preceding sentence will be deemed to be a waiver of the Holder’s rights under this subsection 2.1(c) with respect to such Piggy Back Qualification. A Holder may also waive its rights under this subsection 2.1(c) by giving written notice to the Corporation. No Qualification of Qualifiable Securities under this subsection 2.1(c) will shall relieve the Corporation of its obligations to effect a Demand Qualification Qualifications pursuant to subsection 2.1(a) hereof. The Holders will Holder shall be entitled to unlimited Piggy Back Qualifications. (d) Notwithstanding the other provisions of this Section 2.1, the Corporation shall not be obligated to effect a Demand Qualification if within five (5) Business Days after receiving a Demand Notice, the Corporation notifies the holders of all Demand Qualifiable Securities of its intention to file a prospectus in Canada, or, subject to Section 2.2(b), a registration statement in the United States in order to permit the Qualification of the issuance by the Corporation of its Common Shares for an underwritten public offering and within ninety (90) days after providing such notice, files a prospectus (or registration statement, if applicable) for such offering. In such case, the holders shall have all the rights provided herein as if no such Demand Notice had been requested (including, for greater certainty any Piggy Back Qualification). If at any time the Corporation fails to pursue diligently such prospectus or offering, the provisions of the preceding sentence shall not apply and the Corporation shall be obligated to satisfy its obligations Section 2.1(a). With respect to such offering, the Corporation shall have sole authority to select or terminate the employment of underwriters, and to make all decisions in connection with the filing, effectiveness and consummation of the proposed offering, subject to the express provisions hereof.

Required Qualification. (a) Subject At any time and from time to time, Riata has the provisions hereof, Holders holding Qualifiable Securities (the “Requesting Holders”) may right to request the Corporation to that TransAtlantic effect a Qualification of all or part of their the Qualifiable Securities (such Qualification being hereinafter referred to as a “Demand Qualification”). Such a request will shall be in writing and shall specify: (such written request, a “Demand Notice”i) and will specify the number and the description of Qualifiable Securities to be sold (the “Demand Qualifiable Securities”), ; (ii) the intended method of disposition disposition; and (including whether the disposition will be underwritteniii) and the jurisdictions (which may only include of Canada or any province thereof, other than Québec, or, if applicable pursuant to Section 2.2(b), the United States of America and the states thereof) in which the Requesting Holders request that the Demand Qualification is to be effected. The Corporation will TransAtlantic shall not be obligated to file a prospectus or registration statement in connection with a effect any Demand Qualification except during the Qualification Period and will not be obligated to file a prospectus for less than $5,000,000 of Demand Qualifiable Securities or a registration statement within three months of the date of the receipt issued by the Commissions for any other final prospectus or the effective date of any other registration statement. In addition, the Corporation will not be obligated to: (i) effect more than two Demand Qualifications under this Agreement for the Shareholder Group; or (ii) effect more than one Demand Qualification for the Shareholder Group during in any sixtwelve-month period. For the purposes of this subsection, a Demand Qualification will not be considered as having been effected period or until a receipt period of at least 90 days has been issued for elapsed from the final prospectus by effective date of the Commissions or, if applicable most recent previous Qualification. If Riata has made a request to TransAtlantic pursuant to this Section 2.2(b), the registration statement has been declared effective by the SEC, pursuant to which the Demand Qualifiable Securities are to be sold; provided, however, that a Demand Qualification will not be considered as having been effected if the Demand Qualifiable Securities requested to be included in a registration hereunder are cut back pursuant to the provisions set forth below. In the event that the Corporation and/or any other securityholder of the Corporation proposes to offer and sell its securities as part of any Demand Qualification initiated by the Requesting Holders under this Agreement and the Demand Notice requests that the Demand Qualification be for an underwritten offering, and if the managing underwriter or underwriters advise the Corporation in good faith and in writing that the aggregate amount of securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the Demand Qualifiable Securities in such offering, then the Corporation will include in such Demand Qualification, to the extent of the amount that the managing underwriter or underwriters believe may be sold without causing such material adverse effect, first, the Qualifiable Securities of the Requesting Holders requested to be included in the offering under this subsection 2.1(a), and secondthen TransAtlantic shall not attempt any Qualification of any of its Securities, securities offered whether or not subject to Section 2.1(c), until 90 days after such Qualification by the Corporation for its own account and/or by any other securityholder of the Corporation (in such proportions as between the Corporation and such other securityholders as determined by the Corporation in its sole discretion)Riata has been abandoned or completed. (b) The obligation of the Corporation TransAtlantic pursuant to subsection 2.1(a)to Section 2.1(a) to comply with the request of the Requesting Holders Riata for a Demand Qualification is subject to the Corporation being limitation that TransAtlantic shall be entitled to postpone the filing of such prospectus or registration statement otherwise required to be prepared and filed by it pursuant hereto (or withdraw any prospectus or registration statement that has been filed by it pursuant hereto), in each case for a reasonable period of time (not to exceed 90 30 days nor more than twice or such greater period not in any 365 day periodexcess of 60 days if required pursuant to the terms of an underwriting or agency agreement to which TransAtlantic is a party) by written notice to Riata, the filing of a prospectus required pursuant to a Demand Qualification if the Corporation delivers to Riata a certificate within 10 days of its receipt of such Demand Notice signed by its both the President and Chief Executive Financial Officer (or other senior executive officer or director stating equivalent officers) of the Corporation certifying that, in the good faith judgment of the Corporation’s board Board, such offering would reasonably be expected to materially adversely affect any bona fide material financing of directors, the Qualification and sale of the Demand Qualifiable Securities would be seriously detrimental to the Corporation or its shareholders. The Corporation will not register any securities for its own account or that of any other securityholder of material transaction under consideration by the Corporation during or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the TransAtlantic. Such right of delay may only be exercised once in any twelve-month period and if exercised, Riata shall be entitled to withdraw the notice of Demand Qualification and it shall not count against the limit on the number of such 90-day perioddemands. (c) If during the Qualification Period the Corporation TransAtlantic proposes to file a prospectus in Canada or, subject to Section 2.2(b), a registration statement in the United States, under Canadian Securities Laws in order to permit the Qualification of its Common Shares securities that are to be issued pursuant to an underwritten offering for its own account from treasury or for the account of sold by any holder of Common SharesTransAtlantic Shareholder, and such prospectus is in a form and manner that, with appropriate changes, would permit the Qualification of Qualifiable Securities under such prospectus and/or registration statementSecurities, the Corporation will then TransAtlantic shall promptly give reasonably prompt written notice of its intention to do so to the Holders Riata and will shall use all reasonable efforts to include in the proposed distribution such number of Qualifiable Securities (the “Piggy Back Qualifiable Securities”, and together with any Demand Qualifiable Securities, the “Designated Qualifiable Securities”) as any Holder will Riata shall request (such Qualification hereinafter referred to as a “Piggy Back Qualification”, and together with any a Demand Qualification, a “Secondary Qualification”) within 20 ten days (except in the case of a “bought deal” ”, where the Holders will Riata shall have only six hours from being notified of the pricing and the size of such offering to make such request if given two days advance notice of such transaction, whether or not the pricing or total size of such offering is known) after the giving of such notice, upon the same terms (including price, if applicable, and the method of distribution) as such distribution; provided that that: (i) if the Corporation will not be required to include lead underwriter of such offering advises TransAtlantic and Riata that the inclusion of some or all such of the Piggy Back Qualifiable Securities in any such distribution by the Corporation ifwould, in such lead underwriter’s judgment, materially interfere with the case proposed offering then TransAtlantic will include in such offering such number of securities as the lead underwriter advises can be sold in such offering without such an underwritten offeringeffect (the “Maximum Number”), as follows and in the Corporation is advised following order of priority: (A) first, such number of securities from treasury, if any, as TransAtlantic, in its reasonable judgement and acting in good faith and in writing by its managing underwriter or underwriters accordance with sound financial practice, proposes to offer on behalf of itself; and (B) second, if and to the extent that the inclusion of any such Piggy Back Qualifiable Securities would likely, in their opinion, materially and adversely interfere with the orderly sale and distribution of the securities being offered by the Corporation or any such other securityholder, in which case first, the number of Common Shares of any other securityholder of securities to be registered under clause 2.1(c)(i)(A) is less than the Corporation exercising such rights will Maximum Number, all Qualifiable Securities requested to be reduced as necessary on a pro-rata basisincluded by Riata or the Riata Entities, up to the Maximum Number; and (C) third, if and second, to the extent that the number of Piggy Back securities and Qualifiable Securities will to be reduced as necessary on a pro-rata basisregistered under clauses 2.1(c)(i)(A) and (B) is less than the Maximum Number, any other securities requested to be included by other TransAtlantic Shareholders up to the Maximum Number; and (ii) the Corporation TransAtlantic may at any time prior to the issuance of a receipt for such final prospectus or the effectiveness of any such registration statement prospectus pursuant to which the securities are to be sold, at its sole discretion and without the consent of the HoldersRiata, withdraw such prospectus and registration statement and abandon the proposed distribution in which the Holders have Riata has requested to participate, provided that the Corporation TransAtlantic will pay, to the extent not prohibited by the Securities Laws, pay the Qualification Expenses in connection with such withdrawn prospectus or registration statement. The failure of a Holder to respond within the periods referred to in the immediately preceding sentence will be deemed to be a waiver of the Holder’s rights under this subsection 2.1(c) with respect to such Piggy Back Qualification. A Holder may also waive its rights under this subsection 2.1(c) by giving written notice to the Corporationprospectus. No Qualification of Qualifiable Securities under this subsection Section 2.1(c) will shall relieve the Corporation TransAtlantic of its obligations to effect a Demand Qualification Qualifications pursuant to subsection Section 2.1(a) hereof. The Holders will Riata shall be entitled to unlimited withdraw some or all of the Piggy Back Qualifications. (d) Notwithstanding the other provisions of this Section 2.1, the Corporation shall not be obligated to effect a Demand Qualification if within five (5) Business Days after receiving a Demand Notice, the Corporation notifies the holders of all Demand Qualifiable Securities of its intention to file a prospectus in Canada, or, subject to Section 2.2(b), a registration statement in the United States in order to permit the Qualification of the issuance by the Corporation of its Common Shares for an underwritten public from such offering and within ninety (90) days after providing such notice, files a prospectus (or registration statement, if applicable) for such offering. In such case, the holders shall have all the rights provided herein as if no such Demand Notice had been requested (including, for greater certainty any Piggy Back Qualification). If at any time the Corporation fails to pursue diligently such prospectus or offering, the provisions of the preceding sentence shall not apply and the Corporation shall be obligated to satisfy its obligations Section 2.1(a). With respect to such offering, the Corporation shall have sole authority to select or terminate the employment of underwriters, and to make all decisions in connection with the filing, effectiveness and consummation of the proposed offering, subject to the express provisions hereoftime.

Required Qualification. (a) Subject At any time and from time to time, Riata has the provisions hereof, Holders holding Qualifiable Securities (the “Requesting Holders”) may right to request the Corporation to that TransAtlantic effect a Qualification of all or part of their the Qualifiable Securities (such Qualification being hereinafter referred to as a “Demand Qualification”). Such a request will shall be in writing and shall specify: (such written request, a “Demand Notice”i) and will specify the number and the description of Qualifiable Securities to be sold (the “Demand Qualifiable Securities”), ; (ii) the intended method of disposition disposition; and (including whether the disposition will be underwritteniii) and the jurisdictions (which may only include of Canada or any province thereof, other than Québec, or, if applicable pursuant to Section 2.2(b), the United States of America and the states thereof) in which the Requesting Holders request that the Demand Qualification is to be effected. The Corporation will TransAtlantic shall not be obligated to file a prospectus or registration statement in connection with a effect any Demand Qualification except during the Qualification Period and will not be obligated to file a prospectus for less than $5,000,000 of Demand Qualifiable Securities or a registration statement within three months of the date of the receipt issued by the Commissions for any other final prospectus or the effective date of any other registration statement. In addition, the Corporation will not be obligated to: (i) effect more than two Demand Qualifications under this Agreement for the Shareholder Group; or (ii) effect more than one Demand Qualification for the Shareholder Group during in any sixtwelve-month period. For the purposes of this subsection, a Demand Qualification will not be considered as having been effected period or until a receipt period of at least 90 days has been issued for elapsed from the final prospectus by effective date of the Commissions or, if applicable most recent previous Qualification. If Riata has made a request to TransAtlantic pursuant to this Section 2.2(b), the registration statement has been declared effective by the SEC, pursuant to which the Demand Qualifiable Securities are to be sold; provided, however, that a Demand Qualification will not be considered as having been effected if the Demand Qualifiable Securities requested to be included in a registration hereunder are cut back pursuant to the provisions set forth below. In the event that the Corporation and/or any other securityholder of the Corporation proposes to offer and sell its securities as part of any Demand Qualification initiated by the Requesting Holders under this Agreement and the Demand Notice requests that the Demand Qualification be for an underwritten offering, and if the managing underwriter or underwriters advise the Corporation in good faith and in writing that the aggregate amount of securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the Demand Qualifiable Securities in such offering, then the Corporation will include in such Demand Qualification, to the extent of the amount that the managing underwriter or underwriters believe may be sold without causing such material adverse effect, first, the Qualifiable Securities of the Requesting Holders requested to be included in the offering under this subsection 2.1(a), and secondthen TransAtlantic shall not attempt any Qualification of any of its Securities, securities offered whether or not subject to Section 2.1(c), until 90 days after such Qualification by the Corporation for its own account and/or by any other securityholder of the Corporation (in such proportions as between the Corporation and such other securityholders as determined by the Corporation in its sole discretion)Riata has been abandoned or completed. (b) The obligation of the Corporation TransAtlantic pursuant to subsection 2.1(a)to Section 2.1(a) to comply with the request of the Requesting Holders Riata for a Demand Qualification is subject to the Corporation being limitation that TransAtlantic shall be entitled to postpone the filing of such prospectus or registration statement otherwise required to be prepared and filed by it pursuant hereto (or withdraw any prospectus or registration statement that has been filed by it pursuant hereto), in each case for a reasonable period of time (not to exceed 90 30 days nor more than twice or such greater period not in any 365 day periodexcess of 60 days if required pursuant to the terms of an underwriting or agency agreement to which TransAtlantic is a party) by written notice to Riata, the filing of a prospectus required pursuant to a Demand Qualification if the Corporation delivers to Riata a certificate within 10 days of its receipt of such Demand Notice signed by its both the President and Chief Executive Financial Officer (or other senior executive officer or director stating equivalent officers) of the Corporation certifying that, in the good faith judgment of the Corporation’s board Board, such offering would reasonably be expected to materially adversely affect any bona fide material financing of directors, the Qualification and sale of the Demand Qualifiable Securities would be seriously detrimental to the Corporation or its shareholders. The Corporation will not register any securities for its own account or that of any other securityholder of material transaction under consideration by the Corporation during or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the TransAtlantic. Such right of delay may only be exercised once in any twelve-month period and if exercised, Riata shall be entitled to withdraw the notice of Demand Qualification and it shall not count against the limit on the number of such 90-day perioddemands. (c) If during the Qualification Period the Corporation TransAtlantic proposes to file a prospectus in Canada or, subject to Section 2.2(b), a registration statement in the United States, under Canadian Securities Laws in order to permit the Qualification of its Common Shares securities that are to be issued pursuant from treasury or sold by any TransAtlantic Shareholder, then TransAtlantic shall promptly give written notice to an underwritten offering for its own account or for the account of any holder of Common Shares, in a form Riata and manner that, with appropriate changes, would permit the Qualification of Qualifiable Securities under such prospectus and/or registration statement, the Corporation will give reasonably prompt notice of its intention to do so to the Holders and will shall use all reasonable efforts to include in the proposed distribution such number of Qualifiable Securities (the “Piggy Back Qualifiable Securities”, and together with any Demand Qualifiable Securities, the “Designated Qualifiable Securities”) as any Holder will Riata shall request (such Qualification hereinafter referred to as a “Piggy Back Qualification”, and together with any a Demand Qualification, a “Secondary Qualification”) within 20 ten days (except in the case of a “bought deal” ”, where the Holders will Riata shall have only six hours from being notified of the pricing and the size of such offering to make such request if given two days advance notice of such transaction, whether or not the pricing or total size of such offering is known) after the giving of such notice, upon the same terms (including price, if applicable, and the method of distribution) as such distribution; provided that that: (i) if the Corporation will not be required to include lead underwriter of such offering advises TransAtlantic and Riata that the inclusion of some or all such of the Piggy Back Qualifiable Securities in any such distribution by the Corporation ifwould, in such lead underwriter’s judgment, materially interfere with the case proposed offering then TransAtlantic will include in such offering such number of securities as the lead underwriter advises can be sold in such offering without such an underwritten offeringeffect (the “Maximum Number”), as follows and in the Corporation is advised following order of priority: (A) first, such number of securities from treasury, if any, as TransAtlantic, in its reasonable judgement and acting in good faith and in writing by its managing underwriter or underwriters accordance with sound financial practice, proposes to offer on behalf of itself; and (B) second, if and to the extent that the inclusion of any such Piggy Back Qualifiable Securities would likely, in their opinion, materially and adversely interfere with the orderly sale and distribution of the securities being offered by the Corporation or any such other securityholder, in which case first, the number of Common Shares of any other securityholder of securities to be registered under clause 2.1(c)(i)(A) is less than the Corporation exercising such rights will Maximum Number, all Qualifiable Securities requested to be reduced as necessary on a pro-rata basisincluded by Riata, up to the Maximum Number; and (C) third, if and second, to the extent that the number of Piggy Back securities and Qualifiable Securities will to be reduced as necessary on a pro-rata basisregistered under clauses 2.1(c)(i)(A) and (B) is less than the Maximum Number, any other securities requested to be included by other TransAtlantic Shareholders up to the Maximum Number; and (ii) the Corporation TransAtlantic may at any time prior to the issuance of a receipt for such final prospectus or the effectiveness of any such registration statement prospectus pursuant to which the securities are to be sold, at its sole discretion and without the consent of the HoldersRiata, withdraw such prospectus and registration statement and abandon the proposed distribution in which the Holders have Riata has requested to participate, provided that the Corporation TransAtlantic will pay, to the extent not prohibited by the Securities Laws, pay the Qualification Expenses in connection with such withdrawn prospectus or registration statement. The failure of a Holder to respond within the periods referred to in the immediately preceding sentence will be deemed to be a waiver of the Holder’s rights under this subsection 2.1(c) with respect to such Piggy Back Qualification. A Holder may also waive its rights under this subsection 2.1(c) by giving written notice to the Corporationprospectus. No Qualification of Qualifiable Securities under this subsection Section 2.1(c) will shall relieve the Corporation TransAtlantic of its obligations to effect a Demand Qualification Qualifications pursuant to subsection Section 2.1(a) hereof. The Holders will Riata shall be entitled to unlimited withdraw some or all of the Piggy Back Qualifications. (d) Notwithstanding the other provisions of this Section 2.1, the Corporation shall not be obligated to effect a Demand Qualification if within five (5) Business Days after receiving a Demand Notice, the Corporation notifies the holders of all Demand Qualifiable Securities of its intention to file a prospectus in Canada, or, subject to Section 2.2(b), a registration statement in the United States in order to permit the Qualification of the issuance by the Corporation of its Common Shares for an underwritten public from such offering and within ninety (90) days after providing such notice, files a prospectus (or registration statement, if applicable) for such offering. In such case, the holders shall have all the rights provided herein as if no such Demand Notice had been requested (including, for greater certainty any Piggy Back Qualification). If at any time the Corporation fails to pursue diligently such prospectus or offering, the provisions of the preceding sentence shall not apply and the Corporation shall be obligated to satisfy its obligations Section 2.1(a). With respect to such offering, the Corporation shall have sole authority to select or terminate the employment of underwriters, and to make all decisions in connection with the filing, effectiveness and consummation of the proposed offering, subject to the express provisions hereoftime.

Required Qualification. (a) Subject to the provisions hereof, Holders holding Qualifiable Securities (at any time and from time to time during the “Requesting Holders”) Qualification Period, the Holder may request the Corporation to effect a Qualification of all or part of their the Qualifiable Securities (such Qualification being hereinafter referred to as a “Demand Qualification”). Such a request will shall be in writing (such written request, a “Demand Notice”) and will shall specify the number and the description of Qualifiable Securities to be sold (the “Demand Qualifiable Securities”), the intended method of disposition (including whether the disposition will be underwritten) and the jurisdictions (which may only include Canada or any province thereof, other than Québec, or, if applicable pursuant to Section 2.2(b), thereof and/or the United States of America and the states thereofAmerica) in which the Requesting Holders request Holder, acting reasonably, requests that the Demand Qualification be effectedeffected (provided that if the Holder requests the Demand Qualification to be effected only in the United States, then the Corporation shall also file the prospectus in one province of Canada solely to the extent required for the purposes of MJDS qualification). The Corporation will shall not be obligated to file a prospectus or registration statement in connection with a Demand Qualification except during the Qualification Period and will not be obligated to file a prospectus or a registration statement within three period ending six months of after the date of the receipt issued by the Commissions (or any of them) for any other final prospectus or filed by the Corporation and/or the effective date of any other registration statementstatement filed by the Corporation. In addition, subject to Section 2.1(c), the Corporation will shall not be obligated to: (i) to effect more than two three Demand Qualifications in total under this Agreement for the Shareholder Group; or (ii) effect more than one Demand Qualification for the Shareholder Group during any six-month periodAgreement. For the purposes of this subsection, a Demand Qualification will not be considered as having been effected until a receipt has been issued for the final prospectus by the Commissions or, if applicable pursuant to Section 2.2(b), and/or the registration statement has been declared effective by the SEC, as applicable, pursuant to which the Demand Qualifiable Securities are to be sold; provided, however, that a Demand Qualification will not be considered as having been effected if the Demand Qualifiable Securities requested to be included in a registration hereunder are cut back pursuant to the provisions set forth below. In the event that the Corporation and/or any other securityholder of the Corporation proposes to offer and sell its securities as part of any Demand Qualification initiated by the Requesting Holders Holder under this Agreement and the Demand Notice requests that the Demand Qualification be for an underwritten offeringAgreement, and if the managing underwriter or underwriters advise the Corporation in good faith and in writing that the aggregate amount of securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the Demand Qualifiable Securities in such offering, then the Corporation will shall include in such Demand Qualification, to the extent of the amount that the managing underwriter or underwriters believe may be sold without causing such material adverse effect, first, the Qualifiable Securities of the Requesting Holders Holder requested to be included in the offering under this subsection Section 2.1(a), and second, securities offered by the Corporation for its own account and/or by any other securityholder of the Corporation (in such proportions as between the Corporation and such other securityholders as determined by the Corporation in its sole discretion). (b) The obligation of the Corporation pursuant to subsection 2.1(a)to 2.1(a) to comply with the request of the Requesting Holders Holder for a Demand Qualification is subject to each of the following: (i) the Corporation being shall be entitled to postpone the filing of such prospectus or registration statement otherwise required to be prepared and filed by it pursuant hereto (or withdraw any prospectus or registration statement that has been filed by it pursuant hereto), in each case for a reasonable period of time (not to exceed 90 days nor more than twice days) if, at the time it receives the Demand Qualification request or before the Demand Qualification has been effected, the Board of Directors, in its good faith judgment, determines that the Demand Qualification should not be effected or continued because it would materially interfere with any 365 day period) if material financing, acquisition, corporate reorganization or merger or other transaction involving the Corporation delivers a certificate within 10 days of its receipt or require the Corporation to disclose any material nonpublic information which would reasonably be likely to be detrimental to the Corporation and gives prompt notice of such determination to the Holder; and (ii) the Corporation shall not be required to effect a Demand Notice signed by its Chief Executive Officer or other senior executive officer or director stating that, in the good faith judgment of the Corporation’s board of directors, the Qualification and sale of unless the Demand Qualifiable Securities would either (A) constitute at least 15% of the Qualifiable Securities held by the Holder as of the date hereof or (B) have an aggregate market price of at least CDN$250 million. Market price for the purposes of the foregoing shall be seriously detrimental calculated on the basis of the volume weighted average trading price of the Shares over the Toronto Stock Exchange on the 15 trading days immediately preceding the delivery to the Corporation or its shareholders. The Corporation will not register any securities for its own account or that of any other securityholder of the Corporation during any such 90-day periodrequest for the Demand Qualification. (c) If during the Qualification Period the Corporation proposes to file a prospectus in Canada or, subject to Section 2.2(b), and/or a registration statement in the United States, States in order to permit the Qualification of its Common Shares to be issued pursuant to an underwritten offering for its own account or for the account of any holder of Common Shares, in a form and manner that, with appropriate changes, would permit the Qualification of Qualifiable Securities under such prospectus and/or registration statement, the Corporation will shall give reasonably prompt notice of its intention to do so to the Holders Holder and will shall use all reasonable efforts to include in the proposed distribution such number of Qualifiable Securities (the “Piggy Back Qualifiable Securities”, and together with any the Demand Qualifiable Securities, the “Designated Qualifiable Securities”) as any the Holder will shall request (such Qualification hereinafter referred to as a “Piggy Back Qualification”, and together with any a Demand Qualification, a “Secondary Qualification”) within 20 ten days (except in the case of a “bought deal” where the Holders will have only six hours to make such request if given two days advance notice of such transaction) after the giving of such notice, upon the same terms (including the method of distribution) as such distribution; provided that (i) the foregoing shall not apply in the case of a “bought deal”, and in the event Teck completes a “bought deal”, the Holder shall be entitled to an additional Demand Qualification, (ii) the Corporation will shall not be required to include all such Piggy Back Qualifiable Securities in any such distribution by the Corporation if, in the case of an underwritten offering, if the Corporation is advised in good faith and in writing by its managing underwriter or underwriters that the inclusion of any such Piggy Back Qualifiable Securities would likelymay, in their opinion, materially and adversely interfere with have a material adverse effect on the orderly sale and distribution or sales price of the securities being offered by the Corporation or any such other securityholderCorporation, in which case first, the number of Common Piggy Back Qualifiable Securities and the number of Shares of any other securityholder of the Corporation shareholder exercising such rights will shall be reduced as necessary on a pro-rata basis, and second, the number of Piggy Back Qualifiable Securities will be reduced as necessary on a pro-rata basis, (iiiii) the Corporation may at any time prior to the issuance of a receipt for such final prospectus or the effectiveness of any such registration statement pursuant to which the securities are to be sold, at its sole discretion and without the consent of the HoldersHolder, withdraw such prospectus and registration statement and abandon the proposed distribution in which the Holders have Holder has requested to participate; provided, provided that the Corporation will pay, to the extent not prohibited by the Securities Laws, the Qualification Expenses in connection with such withdrawn prospectus or registration statement. The failure of a the Holder to respond within the periods referred to in the immediately preceding sentence will shall be deemed to be a waiver of the Holder’s rights under this subsection Section 2.1(c) with respect to such Piggy Back Qualification. A The Holder may also waive its rights under this subsection Section 2.1(c) by giving written notice to the Corporation. No Qualification of Qualifiable Securities under this subsection 2.1(c) will shall relieve the Corporation of its obligations to effect a Demand Qualification Qualifications pursuant to subsection 2.1(a) hereof. The Holders will Holder shall be entitled to unlimited Piggy Back Qualifications. (d) Notwithstanding the other provisions of this Section 2.1, the Corporation shall not be obligated to effect a Demand Qualification if within five (5) Business Days after receiving a Demand Notice, the Corporation notifies the holders of all Demand Qualifiable Securities of its intention to file a prospectus in Canada, or, subject to Section 2.2(b), a registration statement in the United States in order to permit the Qualification of the issuance by the Corporation of its Common Shares for an underwritten public offering and within ninety (90) days after providing such notice, files a prospectus (or registration statement, if applicable) for such offering. In such case, the holders shall have all the rights provided herein as if no such Demand Notice had been requested (including, for greater certainty any Piggy Back Qualification). If at any time the Corporation fails to pursue diligently such prospectus or offering, the provisions of the preceding sentence shall not apply and the Corporation shall be obligated to satisfy its obligations Section 2.1(a). With respect to such offering, the Corporation shall have sole authority to select or terminate the employment of underwriters, and to make all decisions in connection with the filing, effectiveness and consummation of the proposed offering, subject to the express provisions hereof.