Common use of Right to Match Clause in Contracts

Right to Match. (a) Subject to Section 4.2(b), COS agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by Section 4.1(d)) or withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve the Acquisition Proposal, unless: (i) the board of directors of COS determines that the Acquisition Proposal constitutes a Superior Proposal; (ii) COS has complied with its obligations under all other provisions of this Article 4 and has provided Suncor with a copy of the Acquisition Proposal; (iii) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (B) the date Suncor received a copy of such Acquisition Proposal; (iv) after the Response Period and the provisions of Section 4.2(b) in respect thereof, the board of directors of COS determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal; and (v) COS concurrently terminates this Agreement pursuant to Section 5.1(g) and has paid or concurrently pays to Suncor the Termination Payment pursuant to Section 4.3. (b) During the Response Period, Suncor will have the right, but not the obligation, to offer to amend in writing the terms of this Agreement and the Offer. COS agrees that, if requested by Suncor, it will negotiate with Suncor in good faith to amend the terms of this Agreement and the Offer. The board of directors of COS will review any such written amendment to determine, in good faith in the exercise of its fiduciary duties, and upon the advice of its financial advisors, whether the Acquisition Proposal to which Suncor is responding would be a Superior Proposal when assessed against the Offer as proposed by Suncor to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of the Offer and upon the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal, subject to the terms of and compliance with Section 4.2(a)(v). (c) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 and Suncor shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. (a1) Subject to Section 4.2(b), COS agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of If Corporation receives an Acquisition Proposal (other than a confidentiality agreement permitted by Section 4.1(d)) or withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve the Acquisition Proposal, unless: (i) the board of directors of COS determines that the Acquisition Proposal constitutes a Superior Proposal; (ii) COS has complied with its obligations under all other provisions of this Article 4 and has provided Suncor with a copy Proposal prior to the approval of the Acquisition Proposal; (iii) Arrangement Resolution by Shareholders, the Board may make a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, change in recommendation and approve, recommend or enter into a binding definitive agreement with respect to proceed with the Superior such Acquisition Proposal, if and only if: (Ba) Corporation has been, and continues to be, in compliance with its obligations under this Article 5; (b) Corporation has delivered to Purchaser a written notice of the date Suncor received determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and that, in its good faith judgment (after consultation with Corporation’s outside counsel), failure to recommend such Acquisition Proposal to Shareholders would be inconsistent with its fiduciary duties under applicable Laws, and of the intention of the Board to approve, recommend or enter into a definitive agreement with respect to such Superior Proposal (the "Superior Proposal Notice"); (c) Corporation has provided Purchaser a copy of such Acquisition the proposed definitive agreement for the Superior Proposal; (ivd) after at least five Business Days (the Response Period "Matching Period") have elapsed from the later of the date on which Purchaser received the Superior Proposal Notice or the date on which Corporation delivered the materials set out in Section 5.4(1)(c); (e) Purchaser has offered to amend this Agreement and the provisions of Arrangement under Section 4.2(b5.4(2) in respect thereof, and the board of directors of COS determines Board has determined in good faith, after consultation with its financial advisors and Corporation's outside legal counselcounsel and financial advisers, that such Acquisition Proposal continues to constitute a Superior ProposalProposal compared to the terms of the Arrangement as proposed to be amended by Purchaser under Section 5.4(2); and (vf) COS prior to or concurrently with making a Change in Recommendation and entering into such definitive agreement Corporation terminates this Agreement pursuant to Section 5.1(g7.2(1)(c)(ii) [Superior Proposal] and has paid or concurrently pays to Suncor the Termination Payment Fee pursuant to Section 4.38.2. (b2) During the Response Matching Period, Suncor will or such longer period as Corporation may approve (in its sole discretion) in writing for such purpose: (a) Purchaser shall have the right, opportunity (but not the obligation, ) to offer to amend in writing the terms of Arrangement and this Agreement and in order for such Acquisition Proposal to cease to be a Superior Proposal; (b) the Offer. COS agrees that, if requested Board shall review any such offer made by Suncor, it will negotiate with Suncor in good faith Purchaser to amend the terms of this Agreement and the Offer. The board of directors of COS will review any such written amendment to determine, Arrangement in good faith in the exercise of its fiduciary dutiesorder to determine whether such proposal would, and upon the advice of its financial advisorsacceptance, whether result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to which Suncor is responding would be a Superior Proposal when assessed against the Offer as proposed by Suncor Proposal; and (c) Corporation shall negotiate in good faith with Purchaser to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS make such amendments to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of this Agreement and the Offer and upon the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, Arrangement as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement would enable Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, subject Corporation shall promptly so advise Purchaser and Corporation and Purchaser shall amend this Agreement to reflect such offer made by Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the terms of and compliance with Section 4.2(a)(v)foregoing. (c3) Each successive material amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 5.4, and Suncor Purchaser shall be afforded a new Response three Business Day Matching Period from the date on which Purchaser received the Superior Proposal Notice for the new Superior Proposal from Corporation. (4) If Corporation provides a Superior Proposal Notice to Purchaser after a date that is less than ten Business Days before the Meeting, Corporation shall be entitled to and shall upon request from Purchaser acting reasonably postpone the Meeting to a date that is not more than fifteen Business Days after the scheduled date of the Meeting. (5) Nothing contained in this Article 5 shall prohibit the Board from: (a) responding through a directors' circular or otherwise as required by Law to an Acquisition Proposal that it determines is not a Superior Proposal, provided that Corporation shall provide Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure; or (b) calling or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the CBCA or taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated by a court of each such Acquisition Proposalcompetent jurisdiction in accordance with Law.

Right to Match. (1) If, prior to obtaining the Required Approval, the Company receives a Superior Proposal, the Board may, subject to compliance with Article 7 and Section 8.1(1), authorize the Company to enter into a definitive agreement with respect to such Superior Proposal or may make a Change in Recommendation, if and only if: (a) Subject the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar restriction; (b) the Company has complied with all of its obligations in this Section 4.2(b), COS agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal 5.4; (other than c) the Company has delivered to the Purchaser a confidentiality agreement permitted by Section 4.1(d)) or withdraw, modify or qualify its approval or recommendation written notice of the Offer and recommend or approve determination of the Acquisition Proposal, unless: (i) the board of directors of COS determines Board that the such Acquisition Proposal constitutes a Superior ProposalProposal and of the intention of the Board to enter into such definitive agreement with respect to such Superior Proposal or to make a Change in Recommendation (a “Superior Proposal Notice”); (iid) COS has complied with its obligations under all other provisions of this Article 4 and the Company has provided Suncor the Purchaser with a copy of the Acquisition proposed definitive agreement for the Superior Proposal (if any) and all ancillary documents and materials (including financing documents, subject to customary confidentiality provisions with respect to fee letters or similar information) provided to the Company in connection therewith, including the cash value that the Board has, after consultation with outside financial advisors, determined should be ascribed to any non-cash consideration offered under the Superior Proposal; (iiie) a period (the “Response Period”) of at least five Business Days shall have elapsed from the date that is the later of (A) the date on which Suncor the Purchaser received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, Proposal Notice and (B) the date Suncor on which the Purchaser received a copy all of such Acquisition Proposalthe materials set forth in Section 5.4(1)(d) (the “Matching Period”); (ivf) after the Response Period and the provisions of Section 4.2(b) in respect thereofMatching Period, the board of directors of COS determines Board has determined in good faith, after consultation with its financial advisors and outside legal counselcounsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior ProposalProposal (if applicable, compared to the terms of the Agreement and the Arrangement as proposed to be amended by the Purchaser under Section 5.4(2)); and (vg) COS prior to or concurrently with entering into such definitive agreement, the Company terminates this Agreement pursuant to Section 5.1(g7.2(1)(iii)(b) and has paid or concurrently pays to Suncor the Termination Payment Fee pursuant to Section 4.38.2(3). (b2) During the Response Matching Period, Suncor will have or such longer period as the right, but not the obligation, to offer to amend Company may approve in writing for such purpose: (a) the Company shall, and shall cause its Representatives to, negotiate in good faith with the Purchaser to make amendments to the terms of this Agreement and the Offer. COS agrees that, if requested by Suncor, it will negotiate with Suncor Arrangement as would result in good faith to amend the terms of this Agreement and the Offer. The board of directors of COS will review any such written amendment to determine, in good faith in the exercise of its fiduciary duties, and upon the advice of its financial advisors, whether the Acquisition Proposal previously determined to which Suncor is responding would constitute a Superior Proposal ceasing to be a Superior Proposal when assessed against the Offer as proposed by Suncor to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of the Offer and upon the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal, subject to the terms of and compliance with Section 4.2(a)(v). (c) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 and Suncor shall be afforded a new Response Period in respect of each such Acquisition Proposal.;

Right to Match. (a) Subject to Section 4.2(b6.2(b), COS the Company agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by Section 4.1(d6.1(d)) or and/or withdraw, modify or qualify its approval or recommendation in respect of the Offer and recommend or approve the Acquisition Proposal, unless: (i) the board Board of directors of COS Directors determines that the Acquisition Proposal constitutes a Superior Proposal; (ii) COS the Company has complied with its obligations under all other provisions of this Article 4 6 and has provided Suncor the Offeror with a copy of the Acquisition Proposal (including, if applicable, a copy of any proposed agreement relating to such Acquisition Proposal); (iii) a period (the “Response Period”) of five (5) Business Days shall have elapsed from the later of (A) the date on which Suncor the Offeror received written notice from the board Board of directors of COS Directors that the board Board of directors of COS Directors determined, subject only to compliance with this Section 4.26.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, Proposal and (B) the date Suncor the Offeror received a copy of such Acquisition Proposal; (iv) after the Response Period and the provisions of Section 4.2(b) in respect thereofPeriod, the board Board of directors of COS Directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal; and (v) COS the Company concurrently terminates this Agreement pursuant to Section 5.1(g8.1(g) and has paid or concurrently pays to Suncor the Offeror the Termination Payment pursuant to Section 4.36.3(a)(ii). (b) During the Response Period, Suncor the Offeror will have the right, but not the obligation, to offer to amend in writing the terms of this Agreement and the Offer. COS The Company agrees that, if requested by Suncorthe Offeror, it will negotiate with Suncor the Offeror in good faith to amend the terms of this Agreement and the Offer. The board Board of directors of COS Directors will review any such written amendment to determine, in good faith in the exercise of its fiduciary duties, and upon the advice of its financial advisors, duties whether the Acquisition Proposal to which Suncor the Offeror is responding would be a Superior Proposal when assessed against the Offer as it is proposed by Suncor the Offeror to be amended. If the board Board of directors of COS Directors does not so determine, the board Board of directors of COS Directors will cause COS the Company to enter into an amendment to this Agreement reflecting the proposal offer by Suncor the Offeror to amend the terms of the Offer and upon the execution by the Parties of such amendment will reaffirm its approval and recommendation in respect of the Offer, as so amended. If the board Board of directors of COS Directors does so determine, COS the Company may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal, subject to the terms of and compliance with Section 4.2(a)(v). (c) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 6.2 and Suncor the Offeror shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. (a1) Subject to Section 4.2(b7.2(2), COS agrees Certicom covenants that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement agreement in respect of an Acquisition Proposal (other than a confidentiality non-disclosure and standstill agreement permitted by Section 4.1(d7.1(4)) or nor withdraw, modify or qualify its (or propose to withdraw, modify or qualify) in any manner adverse to Acquiror the approval or recommendation of the Offer and Arrangement, nor accept, approve or recommend or approve the any Acquisition Proposal, Proposal unless: (ia) the board of directors of COS determines an Acquisition Proposal has been made that the Acquisition Proposal Board determines in good faith constitutes a Superior Proposal; (iib) COS Certicom has complied with its obligations under all Section 7.1 and the other provisions of this Article 4 and 7; (c) Certicom has provided Suncor Acquiror with a copy notice in writing that there is a Superior Proposal together with all documentation comprising the Superior Proposal, including any value (including a range of value, if any) in financial terms that the Acquisition Board has in consultation with its financial advisors determined should be ascribed to any non-cash consideration offered under the Superior Proposal; (iiid) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor the Acquiror received written notice from the board entirety of directors the documentation set forth in the prior paragraph, and, if Acquiror has proposed to amend the terms of COS that the board of directors of COS Arrangement in accordance with Subsection 7.2(2), the Board shall have determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (B) the date Suncor received a copy of such Acquisition Proposal; (iv) after the Response Period and the provisions of Section 4.2(b) in respect thereof, the board of directors of COS determines in good faith, after consultation with its financial advisors and outside legal counsel, that such the Acquisition Proposal continues to constitute is a Superior ProposalProposal compared to the terms of the Arrangement after giving effect to any offer to amend the terms of the Arrangement made by the Acquiror in accordance with Section 7.2(2); (e) Certicom terminates this Arrangement Agreement pursuant to Section 8.2(1)(e); and (vf) COS concurrently terminates this Agreement pursuant to Section 5.1(g) and Certicom has paid previously, or concurrently pays will have, paid to Suncor the Acquiror the Termination Payment pursuant to Section 4.3Fee. (b2) During the Response Period, Suncor the Acquiror will have the right, but not the obligation, to offer to amend in writing the terms of the Arrangement, and Certicom shall co-operate with the Acquiror with respect thereto, including negotiating in good faith with the Acquiror to enable the Acquiror to make such adjustments to the terms and conditions of this Arrangement Agreement and the OfferArrangement as the Acquiror deems appropriate and as would enable the Acquiror to proceed with the Arrangement and any related transactions on such adjusted terms. COS agrees that, if requested by Suncor, it The Board will negotiate with Suncor review in good faith any such offer by the Acquiror to amend the terms of this Agreement and the Offer. The board of directors of COS will review any such written amendment Arrangement, including an increase in, or modification of, the consideration to determinebe received by the Certicom Shareholders, in good faith in the exercise of its fiduciary duties, and upon the advice of its financial advisors, to determine whether the Acquisition Proposal to which Suncor the Acquiror is responding would be a Superior Proposal when assessed against the Offer Arrangement as proposed by Suncor the Acquiror has offered to be amendedamend it. If the board of directors of COS Board does not so determine, the board Board will promptly reaffirm its recommendation of directors of COS will cause COS to the Arrangement and enter into an amendment to this amended Arrangement Agreement with Acquiror reflecting the proposal by Suncor Acquiror’s offer to amend the terms of the Offer and upon Arrangement. (3) If Certicom provides Acquiror with notice under Section 7.2(1) on a date that is less than five Business Days before the execution by the Parties of such amendment will reaffirm its recommendation date of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior ProposalSpecial Meeting, subject to applicable Laws, Certicom shall postpone or adjourn the terms Special Meeting to a date that is at least five Business Days but not more than 10 Business Days after the scheduled date of and compliance with Section 4.2(a)(v)the Special Meeting. (c4) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders holders of Certicom Shares shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 7.2 and Suncor the Acquiror shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Company Shareholders, the Company Board may authorize the Company to, subject to compliance with Section 7.4, enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) Subject the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to Section 4.2(b)an existing standstill or similar restriction; (b) the Company has been, COS agrees that it will not acceptand continues to be, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal compliance in all material respects with its obligations under Article 5; (other than c) the Company has delivered to the Purchaser a confidentiality agreement permitted by Section 4.1(d)) or withdraw, modify or qualify its approval or recommendation written notice of the Offer and recommend or approve determination of the Acquisition Proposal, unless: (i) the board of directors of COS determines Company Board that the such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Company Board to enter into such definitive agreement with respect to such Superior Proposal, together with a written notice from the Company Board regarding the value and financial terms that the Company Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal (the “Superior Proposal Notice”); (d) at least five Business Days (the “Matching Period”) have elapsed from the date on which the Purchaser received the Superior Proposal Notice from the Company; (e) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to the Company to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (iif) COS if the Purchaser has complied with its obligations under all other provisions of offered to the Company to amend this Article 4 and has provided Suncor with a copy of the Acquisition Proposal; (iii) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (B) the date Suncor received a copy of such Acquisition Proposal; (iv) after the Response Period Agreement and the provisions of Arrangement under Section 4.2(b) in respect thereof5.4(2), the board of directors of COS determines Company Board has determined in good faith, after consultation with its financial advisors and the Company’s outside legal counselcounsel and financial advisers, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(2); (g) the Company Board has determined in good faith, after consultation with the Company’s outside legal counsel and financial advisors that it is appropriate for the Company to enter into a definitive agreement with respect to such Superior Proposal; and (vh) COS concurrently prior to or concurrent with entering into such definitive agreement the Company terminates this Agreement pursuant to Section 5.1(g7.2(1)(c)(ii) and has paid or concurrently pays to Suncor the Termination Payment Fee pursuant to Section 4.37.4. (b2) During the Response Matching Period, Suncor will have or such longer period as the right, but not the obligation, to offer to amend Company may approve in writing for such purpose: (a) the terms of this Agreement and Company Board shall review any offer made by the Offer. COS agrees that, if requested by Suncor, it will negotiate with Suncor in good faith Purchaser under Section 5.4(1)(e) to amend the terms of this Agreement and the Offer. The board of directors of COS will review any such written amendment to determineArrangement in good faith, in good faith consultation with the Company’s outside legal counsel and financial advisers, in the exercise of its fiduciary dutiesorder to determine whether such proposal would, and upon the advice of its financial advisorsacceptance, whether result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to which Suncor is responding be a Superior Proposal; and (b) if the Company Board determines that such Acquisition Proposal would cease to be a Superior Proposal when assessed against the Offer as proposed by Suncor to be amended. If the board a result of directors of COS does not so determinesuch amendment, the board of directors of COS will cause COS Company shall negotiate in good faith with the Purchaser to enter into an amendment make such amendments to this Agreement reflecting the proposal by Suncor to amend the terms of this Agreement and the Offer and upon Arrangement as would enable the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Company Board determines that such Acquisition Proposal would cease to be a Superior Proposal, subject the Company shall promptly so advise the Purchaser and the Parties shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the terms of and compliance with Section 4.2(a)(v)foregoing. (c3) Each successive amendment or modification to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 5.4, and Suncor the Purchaser shall be afforded a new Response Period five Business Day matching period from the date on which the Purchaser received the new Superior Proposal Notice from the Company. (4) At the Purchaser’s request, the Company Board shall promptly reaffirm the Company Board Recommendation by press release after the Company Board determines that an Acquisition Proposal is not a Superior Proposal or the Company Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(2) would result in respect an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of each any such Acquisition Proposalpress release and shall make all reasonable amendments to such press release as requested by the Purchaser and its outside legal counsel. (5) If the Company provides a Superior Proposal Notice to the Purchaser on or after a date that is less than ten Business Days before the Company Meeting, the Company shall, at the Purchaser’s request, postpone the Company Meeting to a date acceptable to both Parties (acting reasonably) that is not more than ten Business Days after the scheduled date of the Company Meeting but before the Outside Date.

Right to Match. (a) Subject to Section 4.2(b), COS agrees The Company covenants that it will shall not approve, accept, approveendorse, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 4.1(d7.2(c)) or withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve the Acquisition Proposal, unless: (i) the board of directors of COS determines that the Acquisition Proposal constitutes a Superior Proposal; (ii) COS Company has complied with its obligations under all other provisions of this Article 4 Section 7.2 and Section 7.3 and has provided Suncor the Purchaser with a copy of the Acquisition ProposalSuperior Proposal (and, if the consideration proposed under the Superior Proposal includes non-cash consideration, a written notice from the Company Board setting out the value or range of values in financial terms that the Company Board, in consultation with the Company Financial Advisors, determined in good faith should be ascribed to such non-cash consideration); (iiiii) a period (the “Response Period”) of five Business Days shall have (5) calendar days has elapsed from the date that is the later of (Ai) the date on which Suncor received the Purchaser receives written notice from the board of directors of COS Company Board that the board of directors of COS Company Board has determined, subject only to compliance with this Section 4.27.3, to approve, accept, approveendorse, recommend or enter into a binding written agreement with respect to proceed with the Superior Proposal, and (Bii) the date Suncor received the Purchaser receives a copy of such Acquisition the Superior Proposal from the Company and the Company Board has determined, subject only to compliance with this Section 7.3, to approve, accept, endorse, recommend or enter into a binding written agreement with respect to the Superior Proposal; (iviii) after if the Response Period and Purchaser has proposed to amend the provisions terms of this Agreement in accordance with Section 4.2(b) in respect thereof7.3(b), then, as required by Section 7.3(b), the board of directors of COS determines Company Board shall have determined in good faith, after consultation with its financial advisors the Company Financial Advisors and outside legal counsel, that such the Acquisition Proposal continues to constitute a Superior ProposalProposal after taking into account such amendments; (iv) the Company shall have terminated this Agreement pursuant to Section 8.2; and (v) COS concurrently terminates this Agreement pursuant the Company shall have previously paid or caused to Section 5.1(g) and has paid be paid, or concurrently pays or causes to Suncor be paid, to the Purchaser (or as the Purchaser may direct by notice in writing) the Termination Payment pursuant to Section 4.3Fee. (b) During the Response Period, Suncor will the Purchaser shall have the right, but not the obligation, to offer to amend in writing the terms of this Agreement and the OfferPlan of Arrangement. COS agrees thatDuring the Response Period, if requested by Suncor, it will the Company shall negotiate with Suncor in good faith with the Purchaser to enable the Purchaser to make such amendments to the terms of this Agreement and the Plan of Arrangement as would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal. Within five (5) calendar days (the “Review Period”) of any such offer by the Purchaser to amend the terms of this Agreement and the Offer. The board Plan of directors of COS will review any such written amendment to determineArrangement, in good faith in the exercise of its fiduciary duties, and upon the advice of its financial advisors, whether the Acquisition Proposal to which Suncor is responding would be a Superior Proposal when assessed against the Offer as proposed by Suncor to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of the Offer and upon the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal, subject to the terms of and compliance with Section 4.2(a)(v). (c) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration aggregate Consideration, the Company Board shall review and determine whether the Acquisition Proposal to which the Purchaser is responding would continue to be a Superior Proposal when assessed against this Agreement and against the Plan of Arrangement as they are proposed by the Purchaser to be amended. Such determination to be made by the Company Board shall be communicated to the Purchaser by the end of the Review Period. If the Company Board determines that the Acquisition Proposal to which the Purchaser is responding would not continue to be a Superior Proposal when assessed against this Agreement and the Plan of Arrangement as they are proposed by the Purchaser to be amended, the Company shall enter into an amendment to this Agreement to give effect to such amendments and the Company Board shall promptly reaffirm its recommendation of the Plan of Arrangement on the same basis as described in Section 2.5(b) by the prompt issuance of a press release to that effect. (c) Where the Company has provided the Purchaser notice pursuant to Section 7.3(a)(ii) less than seven (7) calendar days prior to the Company Meeting, if requested to do so by the Purchaser, the Company shall postpone or value adjourn the Company Meeting to a date that is not less than seven (7) calendar days and not more than ten (10) calendar days after the date of such consideration) to notice; provided, however, that in the event that the Company Meeting is so adjourned, the Outside Date shall be received extended by the COS Shareholders same number of days as the Company Meeting has been adjourned. (d) Each successive amendment to any Acquisition Proposal shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 7.3 and Suncor the Purchaser shall be afforded a new Response Period and the rights afforded in Section 7.3(b) in respect of each such Acquisition Proposal. (e) Notwithstanding any of the provisions of Section 7.2 and Section 7.3, the Company Board shall have the right to respond, within the time and in the manner required by applicable Securities Laws, to any take-over bid or tender or exchange offer made for the Company Shares that it determines is not a Superior Proposal; provided that: (i) the Purchaser and its counsel have been provided with a reasonable opportunity to review and comment on any such response and the Company Board shall give reasonable consideration to such comments; and (ii) notwithstanding that the Company Board may be permitted to respond in the manner set out herein to a take-over bid, the Company Board shall not be permitted to make a Company Change in Recommendation unless the provisions of Section 7.2 and Section 7.3 are met.

Right to Match. (a) Subject to Section 4.2(b5.2(b), COS Fibrek agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by Section 4.1(d5.1(d)) or and/or withdraw, modify or qualify its approval or recommendation of the Offer in any manner adverse to the Offeror and recommend or approve the Acquisition Proposal, unlessunless and until: (i) the board Board of directors of COS Directors determines that the Acquisition Proposal constitutes a Superior Proposal; (ii) COS Fibrek has complied with its obligations under all other provisions of this Article 4 and has provided Suncor 5 including providing the Offeror with a full and complete copy of the Acquisition Proposal; (iii) a period (the “Response Period”) of five (5) Business Days shall have elapsed from the later of (A) the date on which Suncor the Offeror received written notice from the board Board of directors of COS Directors that the board Board of directors of COS Directors determined, subject only to compliance with this Section 4.25.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, Proposal and (B) the date Suncor the Offeror received a full and complete copy of such Acquisition Proposal; (iv) after the Response Period and the provisions of Section 4.2(b) in respect thereofPeriod, the board Board of directors of COS Directors determines in good faith, after consultation with its financial advisors and outside legal counseladvisors, that such Acquisition Proposal Proposal, after due consideration of any amendments to the Offer proposed by the Offeror pursuant to Section 5.2(b) hereof, continues to constitute a Superior Proposal; and (v) COS Fibrek concurrently terminates this Agreement pursuant to Section 5.1(g8.1(e) and has paid or concurrently pays to Suncor the Offeror the Termination Payment Fee pursuant to Section 4.35.3(a). (b) During the Response Period, Suncor the Offeror will have the right, but not the obligation, to offer to amend in writing the terms of this Agreement and the Offer. COS Fibrek agrees that, if requested by Suncorthe Offeror, it will negotiate with Suncor the Offeror in good faith to amend the terms of this Agreement and the Offer. The board Board of directors of COS Directors will review any such written amendment to determine, in good faith in the exercise of its fiduciary duties, and upon the advice of its financial advisors, duties whether the Acquisition Proposal to which Suncor the Offeror is responding would be a Superior Proposal when assessed against the Offer as it is proposed by Suncor the Offeror to be amended. If the board Board of directors of COS Directors does not so determine, the board Board of directors of COS Directors will cause COS Fibrek to enter into an amendment to this Agreement reflecting the proposal by Suncor the Offeror to amend the terms of the Offer and upon the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal, subject to the terms of and compliance with Section 4.2(a)(v). (c) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 5.2 and Suncor the Offeror shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. (a) Subject to Section 4.2(b), COS agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Shareholder Approval, the Company Board may, or may cause the Company to, subject to compliance with Section 7.3, terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal, if and only if: i. the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, non-solicitation, or similar agreement, restriction, or covenant with the Company or any of the Company Subsidiaries; ii. the Company has been, and continues to be, in compliance (A) with its obligations under Section 5.1 in all respects, (B) with its obligations under ARTICLE V (other than Section 5.1) in all material respects and (C) its obligations under Section 2.3 and Section 2.4; iii. the Company or its Representatives have delivered to Parent a confidentiality agreement permitted by Section 4.1(d)) or withdraw, modify or qualify its approval or recommendation written notice of the Offer and recommend or approve determination of the Acquisition Proposal, unless: (i) the board of directors of COS determines Company Board that the such Acquisition Proposal constitutes a Superior ProposalProposal and of the intention to enter into a definitive agreement with respect to such Superior Proposal (the “Superior Proposal Notice”); (ii) COS has complied with iv. the Company or its obligations under all other provisions of this Article 4 and has Representatives have provided Suncor with to Parent a copy of the Acquisition Proposalproposed definitive agreements for the Superior Proposal (which shall include all schedules, appendices, exhibits and other attachments related thereto including copies of any financing commitments related thereto) and all ancillary documentation and supporting materials (including any financing documents subject to customary confidentiality provisions) and any other material documents or material correspondences (as well as any subsequent amendment or modification with respect to any of the foregoing) provided to or by the Company, and Company Subsidiary or their respective Affiliates and Representatives in connection therewith; v. at least five (iii5) a period Business Days (the “Response Matching Period”) of five Business Days shall have elapsed from the date that is the later of (A) the date on which Suncor P▇▇▇▇▇ received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, Proposal Notice and (B) the date Suncor on which Parent received a copy of all the materials referred to in iv; vi. during any Matching Period, the Company shall, if requested by P▇▇▇▇▇, negotiate in good faith with P▇▇▇▇▇ and P▇▇▇▇▇’s Representatives, regarding any revision to the terms of the Arrangement and other Transactions proposed by Parent in order for such Acquisition Proposal to cease to be a Superior Proposal; (iv) vii. after the Response Period and the provisions of Section 4.2(b) in respect thereofMatching Period, the board of directors of COS determines Company Board has determined in good faith, faith (A) after consultation with its financial advisors advisor(s) and outside legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal; Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by Parent under Section 5.4(b)) and (B) after consultation with its outside legal counsel and financial advisors, that the failure to take the relevant action would be inconsistent with its fiduciary duties under applicable Law; (v) COS viii. prior to or concurrently with entering into such definitive agreement, the Company terminates this Agreement pursuant to Section 5.1(g) 7.1, and has paid or concurrently pays to Suncor the Termination Payment Fee pursuant to Section 4.37.3; and ix. the making of the Acquisition Proposal constituting a Superior Proposal did not result, directly or indirectly, from any breach of this ARTICLE V or any other provision of this Agreement or the Confidentiality Agreement. (b) During the Response Matching Period, Suncor will have or such longer period as the right, but not the obligation, to offer to amend Company may approve in writing for such purpose: (i) the terms of this Agreement and the Offer. COS agrees that, if requested by Suncor, it will negotiate with Suncor Company Board shall review in good faith any offer made by Parent under Section 5.4(a)vi to amend the terms of this Agreement and the Offer. The board of directors of COS will review any Arrangement in order to determine whether such written amendment proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to determinebe a Superior Proposal; and (ii) the Company shall, and shall cause its Representatives to, negotiate in good faith in the exercise of its fiduciary duties, with P▇▇▇▇▇ and upon the advice of its financial advisors, whether the Acquisition Proposal P▇▇▇▇▇’s Representatives to which Suncor is responding would be a Superior Proposal when assessed against the Offer as proposed by Suncor make such amendments to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of this Agreement and the Offer Arrangement as would enable Parent and upon the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement Purchaser to proceed with the Transactions on such amended terms. If the Company Board determines that such Acquisition Proposal would cease to be a Superior Proposal, subject the Company shall promptly (and in any event within twenty-four (24) hours of such determination) so advise Parent and the Company and Parent shall amend this Agreement to reflect such offer made by Parent, and shall take and cause to be taken all such actions as are necessary to give effect to the terms of and compliance with Section 4.2(a)(v)foregoing. (c) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 5.4 and Suncor Parent shall be afforded a new Response full five (5) Business Day Matching Period from the later of the date on which Parent received the Superior Proposal Notice for the new Superior Proposal and the date on which Parent received all of the materials referred to in Section 5.4(a)iv with respect to such new Superior Proposal. (d) The Company Board shall promptly (and in any event within twenty-four (24) hours) reaffirm the Company Board Recommendation without qualification by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or publicly disclosed or the Company Board determines that a proposed amendment to the terms of this Agreement or the Arrangement as contemplated under Section 5.4(b) would result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide Parent and its Representatives with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by Parent and its outside legal counsel. (e) If the Company provides a Superior Proposal Notice to Parent on a date that is less than ten (10) Business Days before the Company Meeting, the Company shall either proceed with or shall postpone the Company Meeting, as directed by P▇▇▇▇▇ acting reasonably, to a date determined by Parent that is not more than ten (10) Business Days after the scheduled date of the Company Meeting but in any event the Company Meeting shall not be postponed to a date which would prevent the Effective Time from occurring on or prior to the End Date. (f) Nothing contained in this Agreement shall prohibit the Company Board from complying with Section 2.17 of National Instrument 62- 104 - Take-Over Bids and Issuer Bids and similar provisions under applicable Securities Laws relating to the provision of a directors’ circular in respect of each such an Acquisition Proposal; or prohibit the Company or the Company Board from calling and/or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the CBCA or taking any other action to the extent expressly ordered or otherwise mandated by a Governmental Body; provided, however, in each case that, notwithstanding that the Company Board shall be permitted to make such disclosure, the Company Board shall not be permitted to make a Change in Recommendation solely as a result of such disclosure. Any public disclosure made by or on behalf of the Company relating to any Acquisition Proposal shall state that the Company Board Recommendation continues to be in effect, unless, prior to the time of such public disclosure, this Agreement has been terminated in compliance with ARTICLE V. (g) Without limiting the generality of the foregoing, the Company shall advise its Subsidiaries and its and their Representatives of the prohibitions set out in this ARTICLE V and any violation of the restrictions set forth in this ARTICLE V by the Company, its Subsidiaries or its or their Representatives will be deemed to be a breach of this ARTICLE V by the Company for which the Company will be responsible.

Right to Match. (a) Subject to Section 4.2(b5.2(b), COS Zarlink agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by Section 4.1(d5.1(d)) or withdraw, modify or qualify its approval or recommendation of the Offer Offers and recommend or approve the Acquisition Proposal, unless: (i) the board Zarlink Board of directors of COS Directors determines that the Acquisition Proposal constitutes a Superior Proposal; (ii) COS Zarlink has complied with its obligations under all other provisions of this Article 4 5 and has provided Suncor the Offeror with a copy of the Acquisition Proposal; (iii) a period (the “"Response Period”") of five three Business Days shall have elapsed from the later of (A) the date on which Suncor the Offeror received written notice from the board Zarlink Board of directors of COS Directors that the board Zarlink Board of directors of COS Directors determined, subject only to compliance with this Section 4.25.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, Proposal and (B) the date Suncor the Offeror received a copy of such Acquisition Proposal; (iv) after the Response Period and the provisions of Section 4.2(b) in respect thereofPeriod, the board Zarlink Board of directors of COS Directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal; and (v) COS Zarlink concurrently terminates this Agreement pursuant to Section 5.1(g8.1(e) and has paid or concurrently pays to Suncor the Offeror the Termination Payment pursuant to Section 4.35.3(a). (b) During the Response Period, Suncor the Offeror will have the right, but not the obligation, to offer to amend in writing the terms of this Agreement and the OfferOffers. COS Zarlink agrees that, if requested by Suncorthe Offeror, it will negotiate with Suncor the Offeror in good faith to amend the terms of this Agreement and the OfferOffers. The board Zarlink Board of directors of COS Directors will review any such written amendment to determine, in good faith in the exercise of its fiduciary duties, and upon the advice of its financial advisors, duties whether the Acquisition Proposal to which Suncor the Offeror is responding would be a Superior Proposal when assessed against the Offer Offers as they are proposed by Suncor the Offeror to be amended. If the board Zarlink Board of directors of COS Directors does not so determine, the board Zarlink Board of directors of COS Directors will cause COS Zarlink to enter into an amendment to this Agreement reflecting the proposal by Suncor the Offeror to amend the terms of the Offer Offers and upon the execution by the Parties of such amendment will reaffirm its recommendation of the OfferOffers, as so amended. If the board Zarlink Board of directors of COS Directors does so determine, COS Zarlink may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal, subject to the terms of and compliance with Section 4.2(a)(v). (c) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders Securityholders shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 5.2 and Suncor the Offeror shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. (a1) Subject to Section 4.2(b7.02(2), COS agrees ▇▇▇▇▇▇▇▇ covenants that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement agreement in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by Section 4.1(d7.01(4)) or withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve the Acquisition Proposal, effect a Change in Recommendation unless: (ia) the board of directors of COS determines an Acquisition Proposal has been made that the Acquisition Proposal constitutes a Superior Proposal; (ii) COS has complied with its obligations under all other provisions of this Article 4 and has provided Suncor with a copy of the Acquisition Proposal; (iii) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (B) the date Suncor received a copy of such Acquisition Proposal; (iv) after the Response Period and the provisions of Section 4.2(b) in respect thereof, the board of directors of COS Board determines in good faith, after consultation with its financial advisors and outside external legal counsel, constitutes a Superior Proposal; (b) ▇▇▇▇▇▇▇▇ has complied with its obligations under Section 7.01 and the other provisions of this Article 7; (c) ▇▇▇▇▇▇▇▇ has provided Parent with a notice in writing that there is a Superior Proposal together with all documentation comprising the Superior Proposal; (d) a period (the “Response Period”) of four Business Days shall have elapsed from the date on which Parent received the entirety of the documentation set forth in the prior paragraph, and, if Parent has proposed to amend the terms of the Arrangement in accordance with Section 7.02(2), the Board shall have determined, in good faith, after consultation with its financial advisors and external legal counsel, that such the Acquisition Proposal continues to constitute is a Superior ProposalProposal compared to the terms of the Arrangement after giving effect to any offer to amend the terms of the Arrangement made by Parent in accordance with Section 7.02(2); (e) ▇▇▇▇▇▇▇▇ terminates this Arrangement Agreement pursuant to Section 8.02(1)(e); and (vf) COS concurrently terminates this Agreement pursuant to Section 5.1(g) and ▇▇▇▇▇▇▇▇ has paid previously, or concurrently pays will have, paid to Suncor Parent the Termination Payment pursuant to Section 4.3Payment. (b2) During the Response Period, Suncor Parent will have the right, but not the obligation, to offer to amend in writing the terms of the Arrangement, and ▇▇▇▇▇▇▇▇ shall co-operate with Parent with respect thereto, including negotiating in good faith with Parent to enable Parent to make such adjustments to the terms and conditions of this Arrangement Agreement and the OfferArrangement as Parent deems appropriate and as would enable Parent to proceed with the Arrangement and any related transactions on such adjusted terms. COS agrees that, if requested by Suncor, it The Board will negotiate with Suncor review in good faith any such offer by Parent to amend the terms of this Agreement and the Offer. The board of directors of COS will review any such written amendment Arrangement, including an increase in, or modification of, the consideration to determinebe received by the ▇▇▇▇▇▇▇▇ Shareholders, in good faith in the exercise of its fiduciary duties, and upon the advice of its financial advisors, to determine whether the Acquisition Proposal to which Suncor Parent is responding would be a Superior Proposal when assessed against the Offer Arrangement as proposed by Suncor Parent has offered to be amendedamend it. If the board of directors of COS Board does not so determine, the board Board will promptly reaffirm its recommendation to ▇▇▇▇▇▇▇▇ Shareholders to vote in favour of directors of COS will cause COS to the Arrangement Resolution and enter into an amendment to this amended Arrangement Agreement with Parent reflecting the proposal by Suncor Parent’s offer to amend the terms of the Offer and upon Arrangement. (3) If ▇▇▇▇▇▇▇▇ provides Parent with notice under Section 7.02(1) on a date that is less than three Business Days before the execution by the Parties of such amendment will reaffirm its recommendation date of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior ProposalSpecial Meeting, subject to applicable Laws, ▇▇▇▇▇▇▇▇ shall postpone or adjourn the terms Special Meeting to a date that is at least three Business Days but not more than 10 Business Days after the scheduled date of and compliance with Section 4.2(a)(v)the Special Meeting. (c4) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders holders of ▇▇▇▇▇▇▇▇ Shares shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 7.02 and Suncor Parent shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Approval, the Board may, subject to compliance with Article 7, authorize the Company to enter into an Alternate Agreement with respect to such Superior Proposal, if and only if: (a) Subject the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to Section 4.2(b)an existing confidentiality, COS agrees standstill, non-disclosure, use, business purpose or similar restriction; (b) the Company has been, and continues to be, in compliance with its obligations under this Article 5; (c) the Company has delivered to the Purchaser a written notice of the determination of the Board that it will not accept, approve, recommend or such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to authorize the Company to enter into such Alternate Agreement with respect to such Superior Proposal, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any agreement, understanding or arrangement in respect of an non-cash consideration offered under such Acquisition Proposal (other than the “Superior Proposal Notice”); (d) the Company has provided the Purchaser a confidentiality agreement permitted by Section 4.1(d)) or withdraw, modify or qualify its approval or recommendation copy of the Offer proposed Alternate Agreement for the Superior Proposal and recommend or approve all supporting materials, including any financing documents supplied to the Acquisition Proposal, unless:Company in connection therewith; (ie) at least 10 Business Days (the board “Matching Period”) have elapsed from the date that is the later of directors the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of COS determines that the materials set forth in Section 5.4(1)(d); (f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal constitutes to cease to be a Superior Proposal; (ii) COS has complied with its obligations under all other provisions of this Article 4 and has provided Suncor with a copy of the Acquisition Proposal; (iii) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (B) the date Suncor received a copy of such Acquisition Proposal; (ivg) after the Response Period and the provisions of Section 4.2(b) in respect thereofMatching Period, the board of directors of COS determines Board (i) has determined in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal continues to constitute a Superior ProposalProposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(2)) and (ii) has determined in good faith, after consultation with its outside legal counsel, that it is necessary for the Board to authorize the Company to enter into an Alternate Agreement with respect to such Superior Proposal in order to satisfy their fiduciary duties; and (vh) COS concurrently prior to or concurrent with entering into of such an Alternate Agreement, the Company terminates this the Agreement pursuant to Section 5.1(g7.2(1)(c)(ii) and has paid or concurrently pays to Suncor Purchaser the Termination Payment pursuant to Section 4.3Fee. (b2) During the Response Matching Period, Suncor will have or such longer period as the right, but not the obligation, to offer to amend Company may approve in writing for such purpose: (a) the terms of this Agreement and Board shall review any offer made by the Offer. COS agrees that, if requested by Suncor, it will negotiate with Suncor in good faith Purchaser under Section 5.4(1)(f) to amend the terms of this Agreement and the Offer. The board of directors of COS will review any such written amendment to determine, Arrangement in good faith in the exercise of its fiduciary dutiesorder to determine whether such proposal would, and upon the advice of its financial advisorsacceptance, whether result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to which Suncor is responding would be a Superior Proposal when assessed against Proposal; and (b) the Offer as proposed by Suncor Company shall, and shall cause its financial and legal advisors to, negotiate in good faith with the Purchaser to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS make such amendments to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of this Agreement and the Offer and upon Arrangement as would enable the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, subject the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the terms of and compliance with Section 4.2(a)(v)foregoing. (c) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 and Suncor shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Shareholder Approval, the Board may (based upon, amongst other things, the recommendation of the Special Committee), subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Superior Proposal or make a Change in Recommendation in respect of such Superior Proposal, if and only if: (a) Subject the Company has been, and continues to Section 4.2(b)be, COS agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal compliance with its obligations under Article 5 in all material respects; (other than b) the Company has delivered to the Purchaser a confidentiality agreement permitted by Section 4.1(d)) or withdraw, modify or qualify its approval or recommendation written notice of the Offer and recommend or approve determination of the Acquisition Proposal, unless: (i) the board of directors of COS determines Board that the such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into a definitive agreement and make a Change in Recommendation with respect to such Superior Proposal (the “Superior Proposal Notice”); (c) the Company has provided the Purchaser a copy of the definitive agreement for the Superior Proposal and all other material agreements to be entered into in connection therewith; (d) at least four (4) full Business Days (the “Matching Period”) have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials referred to in Section 5.4(1)(c); (e) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (ii) COS has complied with its obligations under all other provisions of this Article 4 and has provided Suncor with a copy of the Acquisition Proposal; (iii) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (B) the date Suncor received a copy of such Acquisition Proposal; (ivf) after the Response Period and the provisions of Section 4.2(b) in respect thereofMatching Period, the board of directors of COS determines Board has determined in good faith, after consultation with its financial advisors and the Company's outside legal counselcounsel and financial advisers, (i) that such Acquisition Proposal continues to constitute a Superior ProposalProposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(2)) and (ii) that the failure by the Board to cause the Company to enter into a definitive agreement and make a Change in Recommendation with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and (vg) COS prior to or concurrently with entering into such definitive agreement, the Company terminates this Agreement pursuant to Section 5.1(g7.2(1)(c)(ii) [Superior Proposal] and has paid or concurrently pays to Suncor the Termination Payment Fee pursuant to Section 4.38.2. (b2) During the Response Matching Period, Suncor will or such longer period as the Company may approve in its sole discretion in writing for such purpose: (a) the Purchaser shall have the right, opportunity (but not the obligation, ) to offer to amend in writing the terms of Arrangement and this Agreement in order for such Acquisition Proposal to cease to be a Superior Proposal and the Offer. COS agrees thatBoard (and Special Committee) shall, if requested in consultation with the Company's outside legal counsel and financial advisers, review any offer made by Suncor, it will negotiate with Suncor in good faith the Purchaser under Section 5.4(1)(e) to amend the terms of this Agreement and the Offer. The board of directors of COS will review any such written amendment to determine, Arrangement in good faith in the exercise of its fiduciary dutiesorder to determine whether such proposal would, and upon the advice of its financial advisorsacceptance, whether result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to which Suncor is responding would be a Superior Proposal, and (b) if the Acquisition Proposal when assessed against the Offer as proposed by Suncor to be amended. If the board of directors of COS does not so determinewould no longer constitute a Superior Proposal, the board of directors of COS will Company shall, and shall cause COS its Representatives to, negotiate in good faith with the Purchaser to enter into an amendment make such amendments to this Agreement reflecting the proposal by Suncor to amend the terms of this Agreement and the Offer and upon Plan of Arrangement as would enable the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines (based upon, inter alia, the recommendation of the Special Committee) that such Acquisition Proposal would cease to be a Superior Proposal, subject the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the terms of and compliance with Section 4.2(a)(v)foregoing. (c3) Each successive amendment or modification to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 5.4, and Suncor the Purchaser shall be afforded a new Response full three (3) Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials referred to in Section 5.4(1)(c) with respect to each new Superior Proposal from the Company. (4) The Board shall promptly reaffirm (subject to Section 5.1(1)(d)) the Board Recommendation by press release after any Acquisition Proposal which is determined not to be a Superior Proposal is publicly announced or publicly disclosed or the Board determines that a proposed amendment to the terms of each this Agreement or the Plan of Arrangement as contemplated under Section 5.4(2) would result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall give reasonable consideration to any comments provided by the Purchaser and its outside legal counsel. (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than ten (10) Business Days before the Meeting, the Company shall be entitled to and shall upon request from the Purchaser postpone the Meeting to a date that is not more than fifteen (15) Business Days after the scheduled date of the Meeting, but in any event to a date that is not less than five (5) Business Days prior to the Outside Date. (6) Nothing contained in this Article 5 shall prohibit the Board (or the Special Committee) from: (a) responding through a directors' circular or otherwise as required by Law to an Acquisition Proposal, provided that the Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure and shall give reasonable consideration to any comments provided by the Purchaser and its outside legal counsel; or (b) calling or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the CBCA or taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with Law; provided, however, in each case that, notwithstanding that the Board shall be permitted to take the actions contemplated in Subparagraphs (a) and (b) above the Board shall not be permitted to make a Change in Recommendation except as pursuant to the terms of this Article 5. (7) From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article 7 and the Effective Time, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement to the extent necessary to permit a confidential proposal being made to the Board (or any committee thereof); provided, that, the Board has determined in good faith (after consultation with outside legal counsel) that failure to take such action would be inconsistent with its fiduciary duties. (8) The Parties hereby acknowledge and agree that the Exclusivity Agreement, dated as of July 11, 2022, by and between the Parent and the Company, shall terminate and be of no further force or effect as of the date of this Agreement.

Right to Match. (a1) Subject to Section 4.2(b), COS agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of If Corporation receives an Acquisition Proposal (other than a confidentiality agreement permitted by Section 4.1(d)) or withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve the Acquisition Proposal, unless: (i) the board of directors of COS determines that the Acquisition Proposal constitutes a Superior Proposal; (ii) COS has complied with its obligations under all other provisions of this Article 4 and has provided Suncor with a copy Proposal prior to receipt of the Acquisition Proposal; Required Shareholder Approval, the Board (iiior any special committee thereof) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, may approve, recommend or enter into a binding definitive agreement with respect to proceed such Acquisition Proposal, or make a Change in Recommendation, if and only if: (a) the Person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction; (b) Corporation has been, and continues to be, in compliance with its obligations under this Article 5; (c) Corporation has delivered to Purchaser a written notice of the determination of the Board (or any committee thereof) that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board (or any special committee thereof) to approve, recommend or enter into a definitive agreement with respect to such Superior Proposal, and (B) the date Suncor received together with a copy of such definitive agreement (including any ancillary agreements and any financing documents supplied to Corporation in connection therewith) (the “Superior Proposal Notice”); (d) at least five Business Days (the “Matching Period”) have elapsed from the date that is the later of the date on which Purchaser received the Superior Proposal Notice and a copy of the proposed definitive agreement for the Superior Proposal from Corporation; (e) during any Matching Period, Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (ivf) after the Response Period if Purchaser has offered to amend this Agreement and the provisions of Arrangement under Section 4.2(b) in respect thereof5.4(2), the board of directors of COS determines Board (or any special committee thereof) has determined in good faith, after consultation with its financial advisors and outside legal counselcounsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior ProposalProposal compared to the terms of the Arrangement as proposed to be amended by Purchaser under Section 5.4(2); (g) the Board has determined in good faith, after consultation with Corporation’s outside legal counsel, that the failure of the Board to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable Law; and (vh) COS prior to or concurrently with entering into such definitive agreement, Corporation terminates this Agreement pursuant to Section 5.1(g7.2(1)(c)(ii) [Superior Proposal] and has paid or concurrently pays to Suncor the Termination Payment Fee pursuant to Section 4.38.2. (b2) During the Response Matching Period, Suncor will or such longer period as Corporation may approve (in its sole discretion) in writing for such purpose: (a) Purchaser shall have the right, opportunity (but not the obligation, ) to offer to amend in writing the terms of Arrangement and this Agreement and in order for such Acquisition Proposal to cease to be a Superior Proposal, (b) the Offer. COS agrees that, if requested Board (or any special committee thereof) shall review any such offer made by Suncor, it will negotiate with Suncor in good faith Purchaser to amend the terms of this Agreement and the Offer. The board of directors of COS will review any such written amendment to determine, Arrangement in good faith in the exercise of its fiduciary dutiesorder to determine whether such proposal would, and upon the advice of its financial advisorsacceptance, whether result in the Acquisition Proposal to which Suncor is responding would be a Superior Proposal when assessed against the Offer as proposed by Suncor to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of the Offer and upon the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal, subject to the terms of and compliance with Section 4.2(a)(v). (c) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 and Suncor shall be afforded a new Response Period in respect of each such Acquisition Proposal.previously

Right to Match. (a) Subject to Section 4.2(b5.2(b), COS Zarlink agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by Section 4.1(d5.1(d)) or withdraw, modify or qualify its approval or recommendation of the Offer Offers and recommend or approve the Acquisition Proposal, unless: (i) the board Zarlink Board of directors of COS Directors determines that the Acquisition Proposal constitutes a Superior Proposal; (ii) COS Zarlink has complied with its obligations under all other provisions of this Article 4 5 and has provided Suncor the Offeror with a copy of the Acquisition Proposal; (iii) a period (the “Response Period”) of five three Business Days shall have elapsed from the later of (A) the date on which Suncor the Offeror received written notice from the board Zarlink Board of directors of COS Directors that the board Zarlink Board of directors of COS Directors determined, subject only to compliance with this Section 4.25.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, Proposal and (B) the date Suncor the Offeror received a copy of such Acquisition Proposal; (iv) after the Response Period and the provisions of Section 4.2(b) in respect thereofPeriod, the board Zarlink Board of directors of COS Directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal; and (v) COS Zarlink concurrently terminates this Agreement pursuant to Section 5.1(g8.1(e) and has paid or concurrently pays to Suncor the Offeror the Termination Payment pursuant to Section 4.35.3(a). (b) During the Response Period, Suncor the Offeror will have the right, but not the obligation, to offer to amend in writing the terms of this Agreement and the OfferOffers. COS Zarlink agrees that, if requested by Suncorthe Offeror, it will negotiate with Suncor the Offeror in good faith to amend the terms of this Agreement and the OfferOffers. The board Zarlink Board of directors of COS Directors will review any such written amendment to determine, in good faith in the exercise of its fiduciary duties, and upon the advice of its financial advisors, duties whether the Acquisition Proposal to which Suncor the Offeror is responding would be a Superior Proposal when assessed against the Offer Offers as they are proposed by Suncor the Offeror to be amended. If the board Zarlink Board of directors of COS Directors does not so determine, the board Zarlink Board of directors of COS Directors will cause COS Zarlink to enter into an amendment to this Agreement reflecting the proposal by Suncor the Offeror to amend the terms of the Offer Offers and upon the execution by the Parties of such amendment will reaffirm its recommendation of the OfferOffers, as so amended. If the board Zarlink Board of directors of COS Directors does so determine, COS Zarlink may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal, subject to the terms of and compliance with Section 4.2(a)(v). (c) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders Securityholders shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 5.2 and Suncor the Offeror shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. (a) Subject to Section 4.2(b5.3(b), COS agrees the Company covenants that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition a Superior Proposal (other than a confidentiality agreement permitted by Section 4.1(d5.2(d)) or withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve the Acquisition Proposal, unless: (i) the board of directors of COS determines an Acquisition Proposal has been made that the Acquisition Proposal Board of Directors or relevant committee thereof determines in good faith constitutes a Superior Proposal; (ii) COS has complied with its such Acquisition Proposal did not result from the willful and intentional breach of the Company’s obligations under all other provisions of this Article 4 Section 5.2 and the Company has provided Suncor Purchaser with a copy of the Acquisition Superior Proposal; (iii) the Arrangement Resolution shall not yet have received the Requisite Approval at the Company Meeting; (iv) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor Purchaser received written notice from (which notice shall include a copy of the board of directors of COS documentation constituting the Acquisition Proposal) that the board Board of directors of COS Directors or relevant committee thereof determined, subject only to compliance with this Section 4.25.3, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and Proposal (B) the date Suncor received a copy of such Acquisition Proposal“Superior Proposal Notice”); (ivv) after if Purchaser has proposed to amend the Response Period and the provisions terms of this Agreement in accordance with Section 4.2(b) in respect thereof5.3(b), the board Board of directors of COS determines Directors or relevant committee thereof shall have determined in good faith, faith after consultation with its legal and financial advisors and outside legal counsel, that such the Acquisition Proposal continues to constitute a Superior Proposal; andProposal after taking into account such amendments; (vvi) COS the Company shall have terminated, or shall concurrently terminates terminate, this Agreement pursuant to Section 5.1(g10.2(a)(iv)(A); and (vii) and the Company has paid previously, or concurrently pays will have, paid to Suncor Purchaser (or as Purchaser may direct by notice in writing) the Termination Payment Fee pursuant to Section 4.310.4(a)(ii). In addition, notwithstanding any provision of this Agreement (but subject to the right of termination under Section 10.2(a)(iii)(B)), the Board of Directors and relevant committee thereof may make a Change in Recommendation and recommend or approve an Acquisition Proposal provided that the requirements of clauses (i) through (v) of this Section 5.3(a) are satisfied. (b) During the Response Period, Suncor , (i) Purchaser will have the right, but not the obligation, to offer to amend in writing the terms of this Agreement and the OfferAgreement. COS agrees that, if requested The Board of Directors or relevant committee thereof will review any such written proposal by Suncor, it will negotiate with Suncor in good faith Purchaser to amend the terms of this Agreement and the Offer. The board of directors of COS will review any such written amendment to determine, in good faith in faith, including an increase in, or modification of, the exercise of Consideration to be received by the Company Shareholders (other than Hydrogen Company and its fiduciary dutiesaffiliates), and upon the advice of its financial advisors, to determine whether the Acquisition Proposal to which Suncor Purchaser is responding would be constitute a Superior Proposal when assessed against the Offer Arrangement as it is proposed by Suncor Purchaser to be amended. If the board Board of directors of COS Directors or relevant committee thereof does not so determine, the board Board of directors of COS Directors or relevant committee thereof will cause COS to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of the Offer and upon the execution by the Parties of such amendment will promptly reaffirm its recommendation of the Offer, transactions contemplated under this Agreement in substantially the same manner as so amended. described in Section 1.4 of Schedule C hereto and the Parties will negotiate in good faith and enter into an amended agreement on reasonable terms reflecting the amendments to the Arrangement as proposed by Purchaser. (ii) If the board Board of directors of COS Directors or relevant committee does so determine, COS the Company may after the end of the Response Period, approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal, subject to the terms of and compliance with Section 4.2(a)(v). (c) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Company Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 and Suncor shall be afforded a new 5.3, provided that the Response Period in respect of each such new Acquisition Proposal shall extend only until the later of the end of the initial five Business Day Response Period and 24 hours after the Purchaser has received the Superior Proposal Notice for the new Acquisition Proposal. (d) If the Response Period would not terminate before the date fixed for the Company Meeting, the Company shall adjourn or postpone the Company Meeting to a date that is at least five Business Days after the expiration of the Response Period (but not later than the fifth Business Day prior to the Outside Date).

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Shareholders, the Board may, subject to compliance with Article 8, enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) Subject the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to Section 4.2(b)an existing confidentiality, COS agrees standstill, non- disclosure, use, business purpose or similar restriction; (b) The Company has been, and continues to be, in compliance with its obligations under this Article 6; (c) The Company has delivered to the Acquiror a written notice of the determination of the Board that it will not accept, approve, recommend or such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into any agreementa definitive agreement with respect to such Superior Proposal, understanding or arrangement together with a written notice from the Board regarding the value in respect of an financial terms offered under such Acquisition Proposal (other than the "Superior Proposal Notice"); (d) The Company has provided the Acquiror a confidentiality agreement permitted by Section 4.1(d)) or withdraw, modify or qualify its approval or recommendation draft of the Offer and recommend or approve proposed definitive agreement for the Acquisition ProposalSuperior Proposal and, unless:if applicable, any financing documents supplied to the Company in connection therewith; (ie) at least five (5) Business Days (the board "Matching Period") have elapsed from the date that is the later of directors the date on which the Acquiror received the Superior Proposal Notice and the date on which the Acquiror received all of COS determines that the materials set forth in Section 6.4(1)(d); (f) during any Matching Period, the Acquiror has had the opportunity (but not the obligation), in accordance with Section 6.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal constitutes to cease to be a Superior Proposal; (ii) COS has complied with its obligations under all other provisions of this Article 4 and has provided Suncor with a copy of the Acquisition Proposal; (iii) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (B) the date Suncor received a copy of such Acquisition Proposal; (ivg) after the Response Period and the provisions of Section 4.2(b) in respect thereofMatching Period, the board of directors of COS determines Board has determined in good faith, after consultation with its financial advisors and outside legal counselcounsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior ProposalProposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by the Acquiror under Section 6.4(2)); and (vh) COS prior to or concurrently with entering into such definitive agreement the Company terminates this Agreement pursuant to Section 5.1(g8.2(1)(d) and has paid or concurrently pays to Suncor the Termination Payment Fee pursuant to Section 4.38.3. (b2) During the Response Matching Period, Suncor will have or such longer period as the right, but not the obligation, to offer to amend Company may approve in writing for such purpose: (a) the terms of this Agreement and Board shall review any offer made by the Offer. COS agrees that, if requested by Suncor, it will negotiate with Suncor in good faith Acquiror under Section 6.4(1) to amend the terms of this Agreement and the Offer. The board of directors of COS will review any such written amendment to determine, Arrangement in good faith in the exercise of its fiduciary dutiesorder to determine whether such proposal would, and upon the advice of its financial advisorsacceptance, whether result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to which Suncor is responding would be a Superior Proposal when assessed against Proposal; and (b) the Offer as proposed by Suncor Company shall negotiate in good faith with the Acquiror to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS make such amendments to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of this Agreement and the Offer and upon Arrangement as would enable the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement Acquiror to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, subject the Company shall promptly so advise the Acquiror and the Company and the Acquiror shall amend this Agreement to reflect such offer made by the Acquiror, and shall take and cause to be taken all such actions as are necessary to give effect to the terms of and compliance with Section 4.2(a)(v)foregoing. (c3) Each successive amendment or modification to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 6.4, and Suncor the Acquiror shall be afforded a new Response three (3) Business Day Matching Period from the later of the date on which the Acquiror received the Superior Proposal Notice and the date on which the Acquiror received all of the materials set forth in Section 6.4(1)(d) with respect to the new Superior Proposal from the Company. (4) The Board shall reaffirm the Board Recommendation by press release promptly, and not later than five (5) Business Days, after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Board determines that a proposed amendment to the terms of each this Agreement as contemplated under Section 6.4(2) would result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Acquiror and its outside legal counsel with a reasonable opportunity to review the form and content of any such Acquisition Proposalpress release and shall make all reasonable amendments to such press release as requested by the Acquiror and its counsel. (5) If the Company provides a Superior Proposal Notice to the Acquiror on a date that is less than 10 Business Days before the Special Meeting, the Acquiror will be entitled to require the Company to adjourn or postpone the Special Meeting in accordance with the terms of this Agreement to a date specified by the Acquiror that is not more than 10 days after the scheduled date of the Special Meeting, provided that in no event shall such adjourned or postponed meeting be held on a date that is less than five (5) Business Days prior to the Outside Date. If a Matching Period would not terminate before the date fixed for the Special Meeting, the Company shall adjourn or postpone the Special Meeting to a date that is at least five (5) Business Days after the expiration of the applicable Matching Period.

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal , the Board may, or may cause the Company to, make a Change in Recommendation and approve, rec ommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) Subject the Company has been, and continues to Section 4.2(b)be, COS agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by Section 4.1(d)) or withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve the Acquisition Proposal, unless: (i) the board of directors of COS determines that the Acquisition Proposal constitutes a Superior Proposal; (ii) COS has complied compliance with its obligations under all other provisions of this Article 4 and has provided Suncor with a copy of the Acquisition Proposal5; (iii) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (Ab) the date on which Suncor received Company or its Representatives have delivered to the Purchaser a written notice from of the board determination of directors the Board that it has received a Superior Proposal and of COS that the board of directors of COS determined, subject only intention to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding def initive agreement with respect to proceed such Superior Proposal, including a notice as to the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash consideration offered under the S uperior Proposal ( the Su‡perior Proposal Notice );· (c) the Company or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Superior Proposal, and ; (Bd) at least five Business Days ( the M‡atching Period ) h·ave elapsed from the date Suncor that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of such Acquisition the definitive agreement for the Superior Proposal; (ive) after the Response Period and the provisions of Section 4.2(b) in respect thereofMatching Period, the board of directors of COS determines Board has det ermined in good faith, after consultation with its legal counsel and financial advisors and outside legal counseladvisors, that such Acquisition Proposal continues to constitute a Superior ProposalProposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he Purchaser under Section 5.4(2) ); (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtained; and (vg) COS prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 5.1(g7.2(1)(c)(ii) and has paid or concurrently pays to Suncor the Compa ny Termination Payment Amount pursuant to Section 4.38.2(2) . (b2) During the Response Matching Period, Suncor will have or such longer period as the right, but not the obligation, to offer to amend Company may approve in writing for such purpose: (a) the terms of this Agreement and B oard shall review any offer made by the Offer. COS agrees that, if requested by Suncor, it will negotiate with Suncor in good faith Purchaser to amend the terms of this Agreement and the Offer. The board of directors of COS will review any Arrangement in good faith, after consultation with outside legal and financial advisors, in order to determine whether such written amendment proposal would, upon acceptance, resu lt in the Acquisition Proposal previously constituting a Superior Proposal ceasing to determine, be a Superior Proposal; and (b) the Company shall negotiate in good faith in with the exercise of its fiduciary duties, and upon the advice of its financial advisors, whether the Acquisition Proposal Purchaser to which Suncor is responding would be a Superior Proposal when assessed against the Offer as proposed by Suncor make such amendments to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of this Agreement and the Offer and upon Arrangement as would enable the execution by the Parties of such amendment will reaffirm Purchaser and/or its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior ProposalP roposal, subject the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the terms of Purchaser, and compliance with Section 4.2(a)(v)shall take and cause to be taken all such actions as are necessary to give effect to t he foregoing. (c3) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Company Shareholders or other material terms or conditions ther eof shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 5.4 . (4) Nothing in this Agreement shall prohibit the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith and Suncor upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be afforded permitted to make such disclosure, the Board shall not be permitted to make a new Response Period Change in respect Recommendation, other than as permitted by Section 5.4(1) . (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, postpone the Company Meeting to a da te that is not more than 15 Business Days after the scheduled date of each such Acquisition Proposalthe Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date).

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Shareholders the Board may, or may cause the Company to, subject to compliance with Section 8.2(3), enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) Subject to Section 4.2(b), COS agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an such Acquisition Proposal did not result from a breach of Section 5.1; (other than b) the Company or any of its Representatives has delivered to the Purchaser a confidentiality agreement permitted by Section 4.1(d)) or withdraw, modify or qualify its approval or recommendation written notice of the Offer and recommend or approve determination of the Acquisition Proposal, unless: (i) the board of directors of COS determines Board that the such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to authorize the Company to enter into a definitive agreement with respect to such Superior Proposal (the “Superior Proposal Notice”); (c) the Company or any of its Representatives has provided to the Purchaser a copy of the proposed definitive agreement for the Superior Proposal; (d) at least five (5) Business Days (the “Matching Period”) have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the Superior Proposal; (e) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (ii) COS has complied with its obligations under all other provisions of this Article 4 and has provided Suncor with a copy of the Acquisition Proposal; (iii) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (B) the date Suncor received a copy of such Acquisition Proposal; (ivf) after the Response Period and the provisions of Section 4.2(b) in respect thereofMatching Period, the board of directors of COS determines Board has determined in good faith, after consultation with its financial advisors and outside legal counselcounsel and financial advisor(s), that such Acquisition Proposal continues to constitute a Superior ProposalProposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(2)); and (vg) COS prior to or concurrently with entering into such definitive agreement the Company terminates this Agreement pursuant to Section 5.1(g7.2(1)(c)(ii) [Superior Proposal] and has paid or concurrently pays to Suncor the Termination Payment Amount pursuant to Section 4.38.2(3). (b2) During the Response Matching Period, Suncor will have or such longer period as the right, but not the obligation, to offer to amend Company may approve in its sole discretion in writing for such purpose: (i) the terms of this Agreement and Board shall review any offer made by the Offer. COS agrees that, if requested by Suncor, it will negotiate with Suncor in good faith Purchaser under Section 5.4(1)(e) to amend the terms of this Agreement and the Offer. The board of directors of COS will review any Arrangement in order to determine whether such written amendment proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to determinebe a Superior Proposal; and (ii) if the Acquisition Proposal would no longer constitute a Superior Proposal, the Company shall negotiate in good faith in with the exercise of its fiduciary duties, and upon the advice of its financial advisors, whether the Acquisition Proposal Purchaser to which Suncor is responding would be a Superior Proposal when assessed against the Offer as proposed by Suncor make such amendments to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of this Agreement and the Offer and upon Arrangement as would enable the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, subject the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement and the Arrangement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the terms of and compliance with Section 4.2(a)(v)foregoing. (c3) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 5.4 and Suncor the Purchaser shall be afforded a new Response five (5) Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice for the new Superior Proposal and a copy of the proposed definitive agreement for the new Superior Proposal. (4) If the Company provides a Superior Proposal Notice to the Purchaser on a date that is less than fifteen (15) Business Days before the Company Meeting, the Company shall be entitled to, and shall upon the request from the Purchaser, postpone the Company Meeting to a date that is not more than fifteen (15) Business Days after the scheduled date of the Company Meeting, but in any event the Company Meeting shall not be adjourned or postponed to a date which could reasonably be expected to prevent the Effective Date from occurring on or prior to the Outside Date. (5) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall prohibit the Company or the Board from: (i) complying with applicable Securities Law; or (ii) making a Change in Recommendation or from making any disclosure to any securityholders of the Company prior to the Effective Time, including for greater certainty disclosure of a Change in Recommendation, if, in the good faith judgment of the Board, after consultation with outside legal counsel, failing to take such action or to make such disclosure would reasonably be expected to be inconsistent with the Board’s exercise of its fiduciary duties or such action or disclosure is otherwise required by Law (including by responding to an Acquisition Proposal under a directors’ circular or otherwise as required by Law); provided that, for greater certainty, in the event of a Change in Recommendation and a termination by the Purchaser of this Agreement pursuant to Section 7.2(1)(d)(ii), the Company shall be obligated to pay the Termination Amount as required by Section 8.2(3). The Board may not make a Change in Recommendation pursuant to the preceding sentence unless the Company gives the Purchaser at least three (3) Business Days prior written notice of its intention to make such Change in Recommendation, provided that, for greater certainty, the foregoing limitation shall not apply in respect of each such Acquisition Proposalany actions taken under Section 5.4(1). Should the Board make a Change in Recommendation in accordance with the foregoing, Section 4.8 shall no longer be applicable to disclosures made by the Company. In addition, nothing contained in this Agreement shall prohibit the Company or the Board from calling and/or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the ABCA or taking any other action to the extent ordered or otherwise mandated by a Governmental Entity.

Right to Match. (a) Subject to Section 4.2(b6.2(b), COS agrees the Company covenants that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition a Superior Proposal (other than a confidentiality agreement permitted by Section 4.1(d6.1(d)) or withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve the Acquisition Proposal, unless: (i) the board Company has complied with its obligations under the other provisions of directors this Article 6 and has provided the Offeror with a copy of COS determines that the Acquisition Proposal constitutes a Superior Proposal; (ii) COS has complied with its obligations under all other provisions of this Article 4 and has provided Suncor with a copy of the Acquisition Proposal; (iii) a period (the “Response Period”) of five Business Days or such shorter period as may then remain until the Expiry Date shall have elapsed from the later of (A) the date on which Suncor the Offeror received written notice from the board Board of directors of COS Directors that the board Board of directors of COS Directors has determined, subject only to compliance with this Section 4.26.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (B) the date Suncor received a copy of such Acquisition Proposal; (iviii) after the Response Period and (if the provisions Offeror has proposed to amend the terms of this Agreement in accordance with Section 4.2(b) in respect thereof6.2(b), the board Board of directors of COS Directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal Alternative Transaction continues to constitute a Superior Proposal; and (viv) COS the Company concurrently terminates this Agreement pursuant to Section 5.1(g9.1(i) and has paid or concurrently pays to Suncor the Offeror the Termination Payment Fee pursuant to Section 4.36.3. (b) During the Response Period, Suncor the Offeror will have the right, but not the obligation, to offer to amend in writing the terms of this Agreement and the Offer. COS agrees that, if requested by Suncor, it will negotiate with Suncor in good faith to amend the terms of this Agreement and the Offer. The board Board of directors of COS Directors will review any such written amendment to determine, in good faith in the exercise of its fiduciary duties, and upon the advice of its financial advisors, determine whether the Acquisition Proposal Alternative Transaction to which Suncor the Offeror is responding would continue to be a Superior Proposal when assessed against the Offer as it is proposed by Suncor to be the Offeror as amended. If the board Board of directors of COS Directors does not in good faith so determine, the board Board of directors of COS Directors will cause COS the Company to enter into an amendment to this Agreement reflecting the proposal offer by Suncor the Offeror to amend the terms of the Offer and upon the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board Board of directors of COS Directors does in good faith so determine, COS the Company may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal, subject to the terms of and compliance with Section 4.2(a)(v). (c) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) Alternative Transaction that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) Alternative Transaction for the purposes of this Section 4.2 6.2(a) and Suncor the Offeror shall be afforded a new Response Period in respect of each such Acquisition ProposalAlternative Transaction.

Right to Match. (a) Subject to Section 4.2(b), COS agrees The Company covenants that it will not accept, approve, approve or recommend or enter into any agreement, understanding understanding, arrangement or arrangement Contract in respect of an Acquisition of, or proceed with or recommend, a Superior Proposal (other than a confidentiality agreement permitted by Section 4.1(d9.02(b), the execution of which will not be subject to the conditions of this Section 9.03) or withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve the Acquisition Proposal, unless: : (i) the board of directors of COS determines that the Acquisition Proposal constitutes a Superior Proposal; (ii) COS Company has complied with its obligations under all other provisions of this Article 4 and 9; (ii) the Company has provided Suncor Purchaser with a copy of the Acquisition Superior Proposal together with a written notice from the Company Board of Directors regarding the value and financial terms that the Company Board of Directors has in consultation with its financial advisors determined the value should be ascribed to any non-cash consideration offered under the Superior Proposal; ; and (iii) a period (the “Response Period”’’) of five Business Days shall will have elapsed from the later of of: (A) the date on which Suncor Purchaser received written notice from the board of directors of COS Company advising that the board Company Board of directors of COS Directors has determined, subject only to compliance with this Section 4.29.03(a), to accept, approve, recommend or enter into a binding agreement an agreement, understanding, arrangement or Contract in respect of, or to proceed with the with, or recommend, such Superior Proposal, ; and (B) the date Suncor received Purchaser receives a copy of such Acquisition Proposal; (iv) after the Superior Proposal and if the Purchaser delivers to the Company, prior to the expiry of the Response Period Period, a proposal to amend the terms of this Agreement and the provisions Plan of Arrangement as contemplated in Section 4.2(b) in respect thereof9.03(c), and the board Company Board of directors of COS Directors determines in good faith, after consultation with its the Company’s financial advisors and outside legal counsel, taking into account the proposal by Purchaser to amend this Agreement and the Plan of Arrangement, that such the Acquisition Proposal continues to constitute remains a Superior Proposal; and and (viv) COS the Company concurrently terminates this Agreement pursuant to Section 5.1(g11.01(c) and the Company has paid previously or concurrently pays paid to Suncor Purchaser the Termination Payment pursuant fee payable under Section 11.03, the Company acknowledging and agreeing that payment of the fee payable under Section 11.03 is a condition to valid termination of this Agreement under Section 4.311.01(c) and this Section 9.03. (b) Nothing contained in this Agreement shall limit in any way the obligation of the Company to convene and hold the Company Meeting in accordance with Article 3 of this Agreement unless this Agreement is terminated in accordance with Article 11. (c) During the Response PeriodPeriod (or such longer period as the Company may agree), Suncor Purchaser will have the right, but not the obligation, to offer to amend propose in writing the terms of this Agreement and the Offer. COS agrees that, if requested by Suncor, it will negotiate with Suncor in good faith to amend the terms of this Agreement and the OfferPlan of Arrangement. The board Company and the Company Board of directors of COS Directors will review any such written amendment to determine, and negotiate in good faith in any such proposal received by the exercise Company from Purchaser during the Response Period to determine (after receipt of its fiduciary duties, and upon the advice of from its financial advisors, advisors and outside legal counsel) whether the Acquisition Proposal in respect of which Purchaser is proposing to which Suncor is responding amend this Agreement and Plan of Arrangement would be a Superior Proposal when assessed against the Offer this Agreement and Plan of Arrangement as it is proposed by Suncor to be amended. . (d) If the board Company Board of directors of COS Directors does not so determine, determine that the board of directors of COS will cause COS Acquisition Proposal remains a Superior Proposal when compared to enter into an the proposed amendment to this Agreement and the Plan of Arrangement, the Company and Purchaser will promptly execute and deliver an amending agreement amending this Agreement and the Plan of Arrangement, or an amended Agreement, incorporating or reflecting the proposal by Suncor to amend the terms of the Offer amendment to the terms of this Agreement and upon Plan of Arrangement as proposed by Purchaser and the execution by Company will publicly announce that the Parties Company Board of such amendment will reaffirm Directors has reaffirmed its recommendation of the OfferArrangement by news release, as so amended. If the board form of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement which shall be provided to proceed with the Superior Proposal, subject Purchaser for its review and comment prior to the terms of and compliance with Section 4.2(a)(v)publication. (ce) Each successive modification or amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase any change in, or modification of, the consideration (or value of such consideration) to be received by under, or any other material change in the COS Shareholders shall terms and conditions of, such Acquisition Proposal will constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 9.03 and Suncor shall Purchaser will be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Shareholder Approval the Board may (based upon, amongst other things, the recommendation of the Special Committee), make a Change in Recommendation, if and only if: (a) Subject the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to Section 4.2(b)an existing confidentiality, COS agrees that it will not acceptstandstill, approvenon-disclosure, recommend non-solicitation or enter into any similar agreement, understanding restriction or arrangement covenant with the Company or any of its Subsidiaries; (b) the Company has been, and continues to be, in respect compliance with its obligations under Article 5; (c) the Company or its Representatives have delivered to the Purchaser a written notice of an Acquisition Proposal the determination of the Board (based upon, amongst other than a confidentiality agreement permitted by Section 4.1(d)) or withdrawthings, modify or qualify its approval or the recommendation of the Offer and recommend or approve the Acquisition Proposal, unless: (iSpecial Committee) the board of directors of COS determines that the such Acquisition Proposal constitutes a Superior ProposalProposal and of the intention of the Board to make a Change in Recommendation including a notice as to the value in financial terms that the Board has ascribed to any non-cash consideration offered under the Superior Proposal (the “Superior Proposal Notice”); (iid) COS has complied with the Company or its obligations under all other provisions of this Article 4 and has Representatives have provided Suncor with to the Purchaser a copy of the Acquisition Proposalproposed definitive agreement for the Superior Proposal and all ancillary documentation and supporting materials (including any financing documents) provided to the Company in connection therewith; (iiie) a period at least five (5) full Business Days (the “Response Matching Period”) of five Business Days shall have elapsed from the date that is the later of (A) the date on which Suncor the Purchaser received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, Proposal Notice and (B) the date Suncor on which the Purchaser received a copy of such Acquisition Proposalall the materials referred to in Section 5.4(1)(d); (ivf) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(3), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; and (g) after the Response Period and Matching Period, the provisions Board has determined (based upon, amongst other things, the recommendation of Section 4.2(bthe Special committee) in respect thereof, the board of directors of COS determines in good faith, faith (i) after consultation with its financial advisors advisor(s) and outside legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal; Proposal (and (v) COS concurrently terminates this Agreement pursuant , if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.1(g5.4(3)) and has paid or concurrently pays (ii) after consultation with its outside legal counsel, that the failure by the Board to Suncor the Termination Payment pursuant to Section 4.3make a Change in Recommendation would be inconsistent with its fiduciary duties. (b2) For greater certainty, notwithstanding any Change in Recommendation in accordance with Section 5.4(1), the Company shall cause the Company Meeting to occur and the Arrangement Resolution to be put to the Shareholders thereat for consideration in accordance with this Agreement, and the Company shall not submit to a vote of its Shareholders any Acquisition Proposal other than the Arrangement Resolution prior to the termination of this Agreement in accordance with its terms. (3) During the Response Matching Period, Suncor will have or such longer period as the right, but not the obligation, to offer to amend Company may approve in writing for such purpose: (a) the terms of this Agreement Board (and the Offer. COS agrees thatSpecial Committee) shall, if requested in consultation with the Company’s financial advisors and outside legal counsel, review any offer made by Suncor, it will negotiate with Suncor in good faith the Purchaser under Section 5.4(1)(f) to amend the terms of this Agreement and the Offer. The board of directors of COS will review any Arrangement in order to determine whether such written amendment proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to determine, be a Superior Proposal; and (b) the Company shall negotiate in good faith in with the exercise of its fiduciary duties, and upon the advice of its financial advisors, whether the Acquisition Proposal Purchaser to which Suncor is responding would be a Superior Proposal when assessed against the Offer as proposed by Suncor make such amendments to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of this Agreement and the Offer and upon Arrangement as would enable the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines (based upon, amongst other things, the recommendation of the Special Committee) that such Acquisition Proposal would cease to be a Superior Proposal, subject the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the terms of and compliance with Section 4.2(a)(v)foregoing. (c4) Each successive amendment or modification to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 5.4, and Suncor the Purchaser shall be afforded a new Response full five (5) Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice for the new Superior Proposal and the date on which the Purchaser received all of the materials referred to in Section 5.4(1)(d) with respect to such new Superior Proposal. (5) The Board and the Special Committee shall promptly, and in any event within three (3) Business Days from the Purchaser’s request to do so, reaffirm the Board Recommendation and the Special Committee Recommendation, as applicable, by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or publicly disclosed or the Board determines that a proposed amendment to the terms of this Agreement or the Plan of Arrangement as contemplated under Section 5.4(3) would result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Purchaser and its outside legal counsel. (6) If the Company provides a Superior Proposal Notice to the Purchaser on a date that is less than five (5) Business Days before the Company Meeting, the Company shall be entitled to, and the Company shall upon request by the Purchaser, postpone the Company Meeting to a date that is not more than 10 Business Days after the scheduled date of the Company Meeting but in any event the Company Meeting shall not be postponed to a date which would prevent the Effective Date from occurring on or prior to the Outside Date. (7) Nothing contained in this Agreement shall (i) prohibit the Board from complying with Section 2.17 of National Instrument 62-104 - Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal that it determines is not a Superior Proposal, provided that the Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure and shall make all reasonable amendments as requested by the Purchaser and its counsel; (ii) prohibit the Company or the Board from (a) complying with Rules 14d-9 and 14e-2(a) under the Exchange Act or similar Laws under other Securities Laws, including a “stop, look and listen” communication (or any substantially similar communication) by the Board or the Special Committee, as applicable, to Shareholders pursuant to Rule 14d-9(f) under the Exchange Act, or (b) complying with Item 1012(a) of Regulation M-A under the Exchange Act; or (iii) prohibit the Company or the Board from calling and/or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the BCBCA or taking any other action to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with Law; provided, however, in each case that, notwithstanding that the Board shall be permitted to make such Acquisition Proposaldisclosure, the Board shall not be permitted to make a Change in Recommendation other than as permitted by Section 5.4(1).

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Shareholders, the Board may make a Change in Recommendation and enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) Subject the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to Section 4.2(b)an existing confidentiality, COS agrees standstill, non-disclosure, use, business purpose or similar restriction; (b) the Company has been, and continues to be, in compliance with its obligations under this Article 5; (c) the Company has delivered to the Purchaser a written notice of the determination of the Board that it will not accept, approve, recommend or such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to make a Change in Recommendation and enter into a definitive agreement with respect to such Superior Proposal, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any agreement, understanding or arrangement in respect of an non-cash consideration offered under such Acquisition Proposal (other than the “Superior Proposal Notice”); (d) the Company or its Representatives have provided to the Purchaser a confidentiality agreement permitted by Section 4.1(d)) or withdraw, modify or qualify its approval or recommendation copy of the Offer proposed definitive agreement with respect to the Superior Proposal (including any financing commitments or other documents in possession of the Company and recommend or approve the Acquisition its Representatives containing material terms and conditions of such Superior Proposal, unless:); (ie) at least five Business Days (the board “Matching Period”) have elapsed from the date that is the later of directors the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of COS determines that the proposed definitive agreement with respect to the Superior Proposal (including any financing commitments or other documents in possession of the Company and its Representatives containing material terms and conditions of such Superior Proposal) from the Company; (f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal constitutes to cease to be a Superior Proposal; (ii) COS has complied with its obligations under all other provisions of this Article 4 and has provided Suncor with a copy of the Acquisition Proposal; (iii) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (B) the date Suncor received a copy of such Acquisition Proposal; (ivg) after the Response Period and the provisions of Section 4.2(b) in respect thereofMatching Period, the board of directors of COS determines Board has determined in good faith, faith (i) after consultation with its legal counsel and financial advisors and outside legal counseladvisors, that such Acquisition Proposal continues to constitute a Superior Proposal; Proposal (and (v) COS concurrently terminates this Agreement pursuant , if applicable, compared to Section 5.1(g) and has paid or concurrently pays to Suncor the Termination Payment pursuant to Section 4.3. (b) During the Response Period, Suncor will have the right, but not the obligation, to offer to amend in writing the terms of this Agreement and the Offer. COS agrees thatArrangement as proposed to be amended by the Purchaser under Section 5.4(2)) and (ii) after consultation with its outside legal counsel, if requested the failure for the Board to take such action with respect to such Superior Proposal would be inconsistent with its fiduciary duties to the Company; and (h) the terms of any definitive agreement entered into in connection with such Superior Proposal (i) do not require the Company or any other Person to seek to interfere with the attempted successful completion of the Arrangement or any alternative transaction pursued by Suncorthe Purchaser pursuant to the terms of the Voting and Support Agreement with the Significant Shareholder (including requiring the Company to delay, it will negotiate adjourn, postpone or cancel the Company Meeting, unless as specifically permitted under this Agreement), (ii) do not provide for the payment of any break, termination or other fees or expenses, confer any rights or options to acquire assets or securities of the Company or any of its Subsidiaries to any Person in the event that the Company or any of its Subsidiaries completes the Arrangement or any alternative transaction with Suncor the Purchaser prior to the termination of this Agreement or pursuant to the terms of the Voting and Support Agreement with the Significant Shareholder, and (iii) terminates automatically in accordance with its terms, and is of no further force or effect, without any further liability or obligation of the Company or of any of its Subsidiaries, upon the approval of the Arrangement Resolution by the Shareholders at the Company Meeting or the completion of any alternative transaction pursued by the Purchaser pursuant to the terms of the Voting and Support Agreement with the Significant Shareholder. (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the Board shall review in good faith any offer made by the Purchaser under Section 5.4(1)(f) to amend the terms of this Agreement and the Offer. The board of directors of COS will review any Arrangement in order to determine whether such written amendment proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to determinebe a Superior Proposal; and (b) the Company shall, and shall cause its Representatives to, negotiate in good faith in with the exercise of its fiduciary duties, and upon the advice of its financial advisors, whether the Acquisition Proposal Purchaser to which Suncor is responding would be a Superior Proposal when assessed against the Offer as proposed by Suncor make such amendments to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of this Agreement and the Offer and upon Arrangement as would enable the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, subject the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the terms of and compliance with Section 4.2(a)(v)foregoing. (c3) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 5.4, and Suncor the Purchaser shall be afforded a new Response five Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and a copy of the proposed definitive agreement for the new Superior Proposal from the Company. (4) The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(2) would result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as required by the Purchaser and its counsel. (5) If the Company provides a Superior Proposal Notice to the Purchaser on a date that is less than 10 Business Days before the Company Meeting, the Company shall either proceed with or shall postpone or adjourn the Company Meeting, as directed by the Purchaser acting reasonably, to a date that is not more than 15 Business Days after the scheduled date of the Company Meeting, but in any event the Company Meeting shall not be postponed or adjourned to a date which would prevent the Effective Date from occurring on or prior to the Outside Date. (6) Nothing contained in this Section 5.4 shall limit in any way the obligation of the Company to convene and hold the Company Meeting in accordance with Section 2.3 of this Agreement while this Agreement remains in force. (7) Nothing contained in this Agreement shall: (i) prevent the Board from complying with Section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of each an Acquisition Proposal that is not a Superior Proposal; or (ii) prohibit the Company or the Board from calling and/or holding a meeting requisitioned by the Shareholders in accordance with the CBCA (provided the Board shall use its reasonable best efforts to call and hold any such Acquisition Proposalmeeting after the Company Meeting unless ordered otherwise by any Governmental Entity). (8) Without limiting the generality of this Article 5, the Company shall advise its Subsidiaries and their respective Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set out in this Article 5 by the Company, its Subsidiaries or their respective Representatives shall be deemed to be a breach of this Article 5 by the Company.

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Shareholders and Optionholders, the Board of Directors may, subject to compliance with Section 8.1, enter into a definitive agreement with respect to such Acquisition Proposal, if and only if: (a) Subject the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to Section 4.2(ban existing standstill or similar restriction; (b) the Company has been, and continues to be, in compliance with its obligations under this Article 6; (c) the Company has delivered to the Purchaser a Superior Proposal Notice; (d) the Company has provided the Purchaser a copy of the proposed definitive agreement for the Superior Proposal; (e) at least four (4) Business Days (the “Matching Period”) have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and a copy of the proposed definitive agreement for the Superior Proposal from the Company; (f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), COS agrees that it will not acceptin accordance with Section 6.4(2), approve, recommend or enter into any agreement, understanding or arrangement to offer to amend this Agreement and the Arrangement in respect of an order for such Acquisition Proposal (other than a confidentiality agreement permitted by Section 4.1(d)) or withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve the Acquisition Proposal, unless: (i) the board of directors of COS determines that the Acquisition Proposal constitutes to cease to be a Superior Proposal; (iig) COS if the Purchaser has complied with its obligations under all other provisions of offered to amend this Article 4 and has provided Suncor with a copy of the Acquisition Proposal; (iii) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (B) the date Suncor received a copy of such Acquisition Proposal; (iv) after the Response Period Agreement and the provisions of Arrangement under Section 4.2(b) in respect thereof6.4(2), the board Board of directors of COS determines Directors has determined in good faith, after consultation with its financial the Company’s outside legal advisors and outside legal counselfinancial advisers, that such Acquisition Proposal continues to constitute a Superior ProposalProposal compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 6.4(2); (h) the Board of Directors has determined in good faith, after consultation with the Company’s outside legal advisors that it is necessary for the Board of Directors to enter into a definitive agreement with respect to such Superior Proposal in order to properly discharge its fiduciary duties; and (vi) COS prior to or concurrently with entering into such definitive agreement the Company terminates this Agreement pursuant to Section 5.1(g8.2(d)(i) and has paid or concurrently pays to Suncor the Termination Payment Break Fee pursuant to Section 4.38.3. (b2) During the Response Matching Period, Suncor will have or such longer period as the right, but not the obligation, to offer to amend Company may in its sole and absolute discretion approve in writing for such purpose: (a) the terms Board of this Agreement and the Offer. COS agrees that, if requested by Suncor, it will negotiate with Suncor Directors shall review in good faith any offer made by the Purchaser under Section 6.4(1)(f) to amend the terms of this Agreement and the Offer. The board of directors of COS will review any Arrangement in order to determine whether such written amendment proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to determine, be a Superior Proposal; and (b) the Company shall negotiate in good faith in with the exercise of its fiduciary duties, and upon the advice of its financial advisors, whether the Acquisition Proposal Purchaser to which Suncor is responding would be a Superior Proposal when assessed against the Offer as proposed by Suncor make such amendments to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of this Agreement and the Offer and upon Arrangement as would enable the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board of Directors determines that such Acquisition Proposal would cease to be a Superior Proposal, subject the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the terms of and compliance with Section 4.2(a)(v)foregoing. (c3) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders securityholders of the Company or other material terms or conditions thereof shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 6.4, and Suncor the Purchaser shall be afforded a new Response four (4) Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and a copy of the proposed definitive agreement for the new Superior Proposal from the Company. (4) The Board of Directors shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Board of Directors determines that a proposed amendment to the terms of this Agreement as contemplated under Section 6.4(2) would result in respect an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its outside legal advisors with a reasonable opportunity to review the form and content of each any such Acquisition Proposalpress release and shall make all reasonable amendments to such press release as requested by the Purchaser and its counsel. (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than ten (10) Business Days before the Company Meeting, the Company shall either proceed with or shall postpone the Company Meeting, as directed by the Purchaser acting reasonably, to a date that is not more than ten (10) Business Days after the scheduled date of the Company Meeting.

Right to Match. (a1) Subject to Section 4.2(b7.2(2), COS agrees Maple covenants that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement agreement in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by Section 4.1(d7.1(4)) or nor withdraw, modify or qualify its (or propose to withdraw, modify or qualify) in any manner adverse to Parent the approval or recommendation of the Offer and Arrangement, nor accept, approve or recommend or approve the any Acquisition Proposal, Proposal unless: (ia) the board of directors of COS determines an Acquisition Proposal has been made that the Acquisition Proposal Board determines in good faith constitutes a Superior Proposal; (iib) COS Maple has complied with its obligations under all Section 7.1 and the other provisions of this Article 4 and 7; (c) Maple has provided Suncor Parent with a copy notice in writing that there is a Superior Proposal and confirmation that the Board has determined that the proposal constitutes a Superior Proposal together with all documentation comprising the Superior Proposal, including any value (including a range of value, if any) in financial terms that the Acquisition Board has in consultation with its financial advisors determined should be ascribed to any non-cash consideration offered under the Superior Proposal; (iiid) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor Parent received written notice from the board entirety of directors the documentation set forth in the prior paragraph, and, if Parent has proposed to amend the terms of COS that the board of directors of COS Arrangement in accordance with Section 7.2(2), the Board shall have determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (B) the date Suncor received a copy of such Acquisition Proposal; (iv) after the Response Period and the provisions of Section 4.2(b) in respect thereof, the board of directors of COS determines in good faith, after consultation with its financial advisors and outside legal counsel, that such the Acquisition Proposal continues to constitute is a Superior ProposalProposal compared to the terms of the Arrangement after giving effect to any offer to amend the terms of the Arrangement made by Parent in accordance with Section 7.2(2); (e) Maple terminates this Arrangement Agreement pursuant to Section 8.2(1)(e); and (vf) COS concurrently terminates this Agreement pursuant to Section 5.1(g) and Maple has paid previously, or concurrently pays will have, paid to Suncor Parent the Termination Payment pursuant to Section 4.3Fee. (b2) During the Response Period, Suncor Parent will have the right, but not the obligation, to offer to amend in writing the terms of the Arrangement, and Maple shall co-operate with Parent with respect thereto, including negotiating in good faith with Parent to enable Parent to make such adjustments to the terms and conditions of this Arrangement Agreement and the OfferArrangement as Parent deems appropriate and as would enable Parent to proceed with the Arrangement and any related transactions on such adjusted terms. COS agrees that, if requested by Suncor, it The Board will negotiate with Suncor review in good faith faith, in consultation with its financial and external counsel, any such offer by Parent to amend the terms of this Agreement and the Offer. The board of directors of COS will review any such written amendment Arrangement, including an increase in, or modification of, the consideration to determinebe received by the Maple Shareholders, in good faith in the exercise of its fiduciary duties, and upon the advice of its financial advisors, to determine whether the Acquisition Proposal to which Suncor Parent is responding would be a Superior Proposal when assessed against the Offer Arrangement as proposed by Suncor Parent has offered to be amendedamend it. If the board of directors of COS Board does not so determine, the board Board will promptly reaffirm its recommendation of directors of COS will cause COS to the Arrangement and enter into an amendment to this amended Arrangement Agreement with Parent reflecting the proposal by Suncor Parent’s offer to amend the terms of the Offer and upon Arrangement. (3) If Maple provides Parent with notice under Section 7.2(1) on a date that is less than five Business Days before the execution by the Parties of such amendment will reaffirm its recommendation date of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior ProposalSpecial Meeting, subject to applicable Laws, Maple shall postpone or adjourn the terms Special Meeting to a date that is after the Response Period but not more than seven Business Days after the scheduled date of and compliance with Section 4.2(a)(v)the Special Meeting. (c4) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders holders of Maple Shares shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 7.2 and Suncor Parent shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Right to Match. (1) If at any time following the date of this Agreement and prior to obtaining the Required Shareholder Approval at the Meeting, the Corporation receives an unsolicited bona fide written Acquisition Proposal that constitutes a Superior Proposal, the Board may authorize the Corporation to make a Change in Recommendation or enter into a definitive agreement with respect to such Acquisition Proposal, if and only if: (a) Subject such Superior Proposal did not arise as a result of a violation by the Corporation directly or indirectly through its Subsidiaries or its or their respective Representatives of this Article 5 in any material respect, and the Corporation has been and continues to Section 4.2(b), COS agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement be in respect of an Acquisition Proposal compliance with its obligations under this Article 5 in all material respects; (other than a confidentiality agreement permitted by Section 4.1(d)b) or withdraw, modify or qualify its approval or recommendation the Corporation has provided the Parent with written notice detailing the determination of the Offer and recommend or approve the Acquisition Proposal, unless: (i) the board of directors of COS determines Board that the such Acquisition Proposal constitutes a Superior ProposalProposal and of the intention of the Board to enter into such definitive agreement (the Superior Proposal Notice); (iic) COS has complied with its obligations under all other provisions of this Article 4 and the Corporation has provided Suncor the Parent with a an unredacted copy of the Acquisition Proposalproposed definitive agreement for the Superior Proposal and all schedules and exhibits thereto, together with any financing documents supplied to the Corporation in connection therewith; (iiid) a period four (4) Business Days (the “Response Matching Period”) of five Business Days shall have elapsed from the date that is the later of (A) the date on which Suncor the Parent received written notice from the board Superior Proposal Notice and the date on which the Parent received all of directors of COS the materials set forth in Section 5.4(1)(c) above (it being understood that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior ProposalCorporation shall promptly, and in any event within twenty four (B24) hours, inform the date Suncor received a copy Parent of any amendment to the financial or other material terms of such Acquisition ProposalSuperior Proposal during such period); (ive) after the Response Matching Period and subject to the provisions of Corporation’s compliance with Section 4.2(b) in respect thereof5.4(2), the board of directors of COS determines Board has determined in good faith, after consultation with its financial advisors and outside legal counselcounsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal, if applicable, compared to the terms of the Arrangement as proposed to be revised by the Parent under Section 5.4(2); (f) after the Matching Period, the Board has determined, in good faith, after consultation with its outside legal counsel, that failure of the Board to make a Change in Recommendation or to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and (vg) COS prior to or concurrently with entering into a definitive agreement with respect to such Superior Proposal, the Corporation validly terminates this Agreement pursuant to Section 5.1(g7.2(3)(b) and has paid or concurrently pays to Suncor the Corporation Termination Payment Fee in full pursuant to Section 4.37.3. (b2) During the Response Matching Period, Suncor will or such longer period as the Corporation may approve in writing for such purpose: (a) the Corporation shall negotiate (and direct its Representatives to negotiate) in good faith with the Parent and its Representatives (to the extent the Parent desires to negotiate); and (b) the Parent shall have the right, but not the obligation, to offer propose revisions to amend in writing the terms of this Agreement and the Offer. COS agrees that, if requested by Suncor, it will negotiate with Suncor in good faith Arrangement; and (c) the Board shall review any such proposed revisions to amend the terms of this Agreement and the Offer. The board of directors of COS will review any such written amendment Arrangement in good faith in order to determine, in good faith in the exercise of its fiduciary duties, and upon the advice of consultation with its financial and outside legal advisors, whether such revisions, if given effect, would cause the Acquisition Superior Proposal giving rise to which Suncor is responding would the Matching Period to cease to be a Superior Proposal when assessed against the Offer as proposed by Suncor to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of the Offer and upon the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal, subject to the terms of and compliance with Section 4.2(a)(v). (c3) Each successive amendment modification to any Acquisition Proposal (including any Superior Proposal) that results in an increase into, or a modification of, the amount or form of consideration (or value of such consideration) to be received by Shareholders or other amendment to the COS Shareholders material terms or conditions thereof shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this the requirements under Section 4.2 5.4, and Suncor the Parent shall be afforded a new Response two (2) Business Day Matching Period from the later of the date on which the Parent received the Superior Proposal Notice and the date on which the Parent received all of the materials set forth in Section 5.4(1)(c) above. (4) Upon the written request of the Parent, the Board shall promptly reaffirm the Board Recommendation by press release (but, on no more than two (2) occasions) after any Acquisition Proposal which is not determined by the Board to be a Superior Proposal is publicly announced or the Board determines that a proposed revision to the terms of this Agreement as contemplated under Section 5.4(2) would result in an Acquisition Proposal no longer being a Superior Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of each no more than ten (10) Business Days following the formal announcement of such Acquisition Proposal, including a customary “stop-look-and-listen” or similar communication, shall not be considered to be in violation of this Section 5.4(4) provided the Board has re-affirmed the Board Recommendation before the end of such ten (10) Business Day period). The Corporation shall provide the Parent and its outside legal advisors with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Parent and its counsel. (5) If the Corporation provides a Superior Proposal Notice to the Parent after a date that is less than five (5) Business Days before the Meeting, the Corporation may, and shall if directed by the Parent, postpone or adjourn the Meeting to a date that is not more than ten (10) Business Days after the scheduled date of the Meeting, but in any event to a date that is not less than three (3) Business Days prior to the Outside Date.

Right to Match. (a1) Subject to Section 4.2(b), COS agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of If Corporation receives an Acquisition Proposal (other than a confidentiality agreement permitted by Section 4.1(d)) or withdraw, modify or qualify its approval or recommendation of the Offer and recommend or approve the Acquisition Proposal, unless: (i) the board of directors of COS determines that the Acquisition Proposal constitutes a Superior Proposal; (ii) COS has complied with its obligations under all other provisions of this Article 4 and has provided Suncor with a copy Proposal prior to receipt of the Acquisition Proposal; Required Shareholder Approval, the Board (iiior any special committee thereof) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, may approve, recommend or enter into a binding definitive agreement with respect to proceed such Acquisition Proposal, or make a Change in Recommendation, if and only if: (a) the Person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction; (b) Corporation has been, and continues to be, in compliance with its obligations under this Article 5; (c) Corporation has delivered to Purchaser a written notice of the determination of the Board (or any committee thereof) that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board (or any special committee thereof) to approve, recommend or enter into a definitive agreement with respect to such Superior Proposal, and (B) the date Suncor received together with a copy of such definitive agreement (including any ancillary agreements and any financing documents supplied to Corporation in connection therewith) (the “Superior Proposal Notice”); (d) at least five Business Days (the “Matching Period”) have elapsed from the date that is the later of the date on which Purchaser received the Superior Proposal Notice and a copy of the proposed definitive agreement for the Superior Proposal from Corporation; (e) during any Matching Period, Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (ivf) after the Response Period if Purchaser has offered to amend this Agreement and the provisions of Arrangement under Section 4.2(b) in respect thereof5.4(2), the board of directors of COS determines Board (or any special committee thereof) has determined in good faith, after consultation with its financial advisors and outside legal counselcounsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior ProposalProposal compared to the terms of the Arrangement as proposed to be amended by Purchaser under Section 5.4(2); (g) the Board has determined in good faith, after consultation with Corporation’s outside legal counsel, that the failure of the Board to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable Law; and (vh) COS prior to or concurrently with entering into such definitive agreement, Corporation terminates this Agreement pursuant to Section 5.1(g7.2(1)(c)(ii) [Superior Proposal] and has paid or concurrently pays to Suncor the Termination Payment Fee pursuant to Section 4.38.2. (b2) During the Response Matching Period, Suncor will or such longer period as Corporation may approve (in its sole discretion) in writing for such purpose: (a) Purchaser shall have the right, opportunity (but not the obligation, ) to offer to amend in writing the terms of Arrangement and this Agreement and in order for such Acquisition Proposal to cease to be a Superior Proposal, (b) the Offer. COS agrees that, if requested Board (or any special committee thereof) shall review any such offer made by Suncor, it will negotiate with Suncor in good faith Purchaser to amend the terms of this Agreement and the Offer. The board of directors of COS will review any such written amendment to determine, Arrangement in good faith in the exercise of its fiduciary dutiesorder to determine whether such proposal would, and upon the advice of its financial advisorsacceptance, whether result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to which Suncor is responding would be a Superior Proposal when assessed against the Offer as proposed by Suncor Proposal, and (c) Corporation shall negotiate in good faith with Purchaser to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS make such amendments to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of this Agreement and the Offer and upon the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, Arrangement as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement would enable Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board (or any special committee thereof) determines that such Acquisition Proposal would cease to be a Superior Proposal, subject Corporation shall promptly so advise Purchaser and Corporation and Purchaser shall amend this Agreement to reflect such offer made by Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the terms of and compliance with Section 4.2(a)(v)foregoing. (c3) Each successive material amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 5.4, and Suncor Purchaser shall be afforded a new Response five-Business Day Matching Period from the date on which Purchaser received the Superior Proposal Notice for the new Superior Proposal from Corporation. (4) The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal (or amendment thereto) which is not determined to be a Superior Proposal is publicly announced or the Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(2) would result in respect an Acquisition Proposal no longer being a Superior Proposal. Corporation shall provide Purchaser and its legal counsel with a reasonable opportunity to review the form and content of each any such Acquisition Proposalpress release and shall make all reasonable amendments to such press release as requested by Purchaser and its legal counsel. (5) If Corporation provides a Superior Proposal Notice to Purchaser after a date that is less than ten Business Days before the Meeting, Corporation shall be entitled to and shall upon request from Purchaser postpone the Meeting to a date that is not more than 15 Business Days after the scheduled date of the Meeting (and in any event, prior to the Outside Date). (6) Notwithstanding any Change in Recommendation, unless this Agreement has been earlier terminated in accordance with Section 7.2, this Agreement shall be submitted to the Shareholders for the purpose of voting on the Arrangement Resolution and nothing contained in this Agreement shall be deemed to relieve Corporation of such obligation.

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution in accordance with the Interim Order, the Board may make a Change in Recommendation and/or, subject to compliance with Section 8.2(3), enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) Subject the Superior Proposal did not result from the breach of the Company’s obligations under this Article 5 and the Company continues to Section 4.2(b), COS agrees that it will not accept, approve, recommend or enter into be in compliance with its obligations under this Article 5; (b) the Company has delivered to the Purchaser a copy of any agreement, understanding or arrangement proposed agreement in respect of an Acquisition Proposal the Superior Proposal; (other than a confidentiality agreement permitted by Section 4.1(d)c) or withdraw, modify or qualify its approval or recommendation the Company has delivered to the Purchaser written notice of the Offer and recommend or approve determination of the Acquisition Proposal, unless: (i) the board of directors of COS determines Board that the relevant Acquisition Proposal constitutes a Superior Proposal, and of the intention of the Board to make a Change in Recommendation and/or enter into such definitive agreement with respect to such Superior Proposal (the “Superior Proposal Notice”); (iid) COS has complied with its obligations under all other provisions at least five (5) Business Days have elapsed from the date that is the later of this Article 4 the date on which the Purchaser received the Superior Proposal Notice and has provided Suncor with the date on which the Purchaser received a copy of the proposed definitive agreement for the Superior Proposal from the Company (the “Matching Period”); (e) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (iii) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (B) the date Suncor received a copy of such Acquisition Proposal; (ivf) after the Response Period and the provisions of Section 4.2(b) in respect thereofMatching Period, the board of directors of COS determines Board (i) has determined in good faith, after consultation with its financial advisors and outside legal counselcounsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior ProposalProposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(2)) and (ii) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that the failure by the Board to make a Change in Recommendation and/or authorize the Company to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and (vg) COS prior to or concurrently with entering into such definitive agreement the Company terminates this Agreement pursuant to Section 5.1(g7.2(1)(c)(ii) and has paid or concurrently pays to Suncor the Termination Payment Fee pursuant to Section 4.38.2(3). (b2) During the Response Matching Period, Suncor will have or such longer period as the rightCompany may, but not the obligationin its sole discretion, to offer to amend approve in writing for such purpose: (a) the terms of this Agreement and Board shall review any offer made by the Offer. COS agrees that, if requested by Suncor, it will negotiate with Suncor in good faith Purchaser under Section 5.4(1)(d) to amend the terms of this Agreement and the Offer. The board of directors of COS will review any such written amendment to determine, Arrangement in good faith in the exercise of its fiduciary dutiesorder to determine whether such offer would, and upon the advice of its financial advisorsacceptance, whether result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to which Suncor is responding would be a Superior Proposal when assessed against Proposal; and (b) the Offer as proposed by Suncor Company shall negotiate in good faith with the Purchaser to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS make such amendments to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of this Agreement and the Offer and upon Arrangement as would enable the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, subject the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the terms of and compliance with Section 4.2(a)(v)foregoing. (c3) Each successive amendment or modification to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders holders of Common Shares or other material terms or conditions thereof shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 5.4, and Suncor the Purchaser shall be afforded a five day Matching Period from the date on which the Purchaser received the Superior Proposal Notice with respect to the new Response Period Superior Proposal from the Company. (4) At the written request of the Purchaser, the Board shall reaffirm the Board Recommendation by press release if the Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(2) would result in respect an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of each any such press release and shall make all reasonable amendments to such press release as requested by the Purchaser. (5) If the Company provides a Superior Proposal Notice to the Purchaser on a date that is less than 3 Business Days before the Company Meeting, the Company shall either proceed with or shall postpone the Company Meeting to a date that is not more than 3 Business Days after the scheduled date of the Company Meeting, as directed by the Purchaser, acting reasonably, but in any event the Company Meeting shall not be postponed to a date which would prevent the Effective Date from occurring on or prior to the Outside Date. (6) The Company shall advise the Company Subsidiaries and their respective Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by the Company, the Company Subsidiaries or their respective Representatives is deemed to be a breach of this Article 5 by the Company. (7) Nothing contained in this Article 5 shall prohibit the Board from: (a) responding through a directors’ circular or otherwise as required by Law to an Acquisition Proposal, provided that the Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure and shall make all reasonable amendments as requested by the Purchaser and its counsel; or (b) calling and/or holding a meeting of Common Shareholders requisitioned by Common Shareholders in accordance with the BCBCA or taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with Law.

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Shareholders, the Board may, subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) Subject the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to Section 4.2(b)an existing confidentiality, COS agrees standstill, non-disclosure, use, business purpose or similar restriction; (b) the Company has been, and continues to be, in compliance with its obligations under this Article 5; (c) the Company has delivered to the Purchaser a written notice of the determination of the Board that it will not accept, approve, recommend or such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into a definitive agreement with respect to such Superior Proposal, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any agreement, understanding or arrangement in respect of an non-cash consideration offered under such Acquisition Proposal (other than the "Superior Proposal Notice"); (d) the Company has provided to the Purchaser a confidentiality agreement permitted by Section 4.1(d)) or withdraw, modify or qualify its approval or recommendation copy of the Offer proposed definitive agreement with respect to the Superior Proposal and recommend all supporting materials (including any financing commitments or approve other documents in possession of the Acquisition Company and its Representatives containing material terms and conditions of such Superior Proposal, unless:); (ie) at least five Business Days (the board "Matching Period") have elapsed from the date that is the later of directors the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of COS determines that the proposed definitive agreement with respect to the Superior Proposal and all supporting materials (including any financing commitments or other documents in possession of the Company and its Representatives containing material terms and conditions of such Superior Proposal) from the Company; (f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal constitutes to cease to be a Superior Proposal; (ii) COS has complied with its obligations under all other provisions of this Article 4 and has provided Suncor with a copy of the Acquisition Proposal; (iii) a period (the “Response Period”) of five Business Days shall have elapsed from the later of (A) the date on which Suncor received written notice from the board of directors of COS that the board of directors of COS determined, subject only to compliance with this Section 4.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (B) the date Suncor received a copy of such Acquisition Proposal; (ivg) after the Response Period and the provisions of Section 4.2(b) in respect thereofMatching Period, the board of directors of COS determines Board has determined in good faith, faith after consultation with its legal counsel and financial advisors and outside legal counseladvisors, that such Acquisition Proposal continues to constitute a Superior Proposal; Proposal (and (v) COS concurrently terminates this Agreement pursuant , if applicable, compared to Section 5.1(g) and has paid or concurrently pays to Suncor the Termination Payment pursuant to Section 4.3. (b) During the Response Period, Suncor will have the right, but not the obligation, to offer to amend in writing the terms of this Agreement and the Offer. COS agrees thatArrangement as proposed to be amended by the Purchaser under Section 5.4(2)); and (h) prior to or concurrently with entering into such definitive agreement, if requested by Suncorthe Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Termination Fee pursuant to Section 8.2. (2) During the Matching Period, it will negotiate with Suncor or such longer period as the Company may approve in writing for such purpose: (a) the Board shall review in good faith any offer made by the Purchaser under Section 5.4(1)(f) to amend the terms of this Agreement and the Offer. The board of directors of COS will review any Arrangement in order to determine whether such written amendment proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to determinebe a Superior Proposal; and (b) the Company shall, and shall cause its Representatives to, negotiate in good faith in with the exercise of its fiduciary duties, and upon the advice of its financial advisors, whether the Acquisition Proposal Purchaser to which Suncor is responding would be a Superior Proposal when assessed against the Offer as proposed by Suncor make such amendments to be amended. If the board of directors of COS does not so determine, the board of directors of COS will cause COS to enter into an amendment to this Agreement reflecting the proposal by Suncor to amend the terms of this Agreement and the Offer and upon Arrangement as would enable the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the board of directors of COS does so determine, COS may approve, recommend, accept or enter into an agreement, understanding or arrangement Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, subject the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser and shall take and cause to be taken all such actions as are necessary to give effect to the terms of and compliance with Section 4.2(a)(v)foregoing. (c3) Each successive amendment to any Acquisition Proposal (including any Superior Proposal) that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the COS Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal (or a new Superior Proposal, where applicable) for the purposes of this Section 4.2 5.4, and Suncor the Purchaser shall be afforded a new Response five Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and a copy of the proposed definitive agreement for the new Superior Proposal from the Company. (4) The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(2) would result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as required by the Purchaser and its counsel. (5) If the Company provides a Superior Proposal Notice to the Purchaser on a date that is less than 10 Business Days before the Company Meeting, the Company shall either proceed with or shall postpone or adjourn the Company Meeting, as directed by the Purchaser acting reasonably, to a date that is not more than 10 Business Days after the scheduled date of the Company Meeting, but in any event the Company Meeting shall not be postponed to a date which would prevent the Effective Date from occurring on or prior to the Outside Date. (6) Nothing contained in this Section 5.4 shall limit in any way the obligation of the Company to convene and hold the Company Meeting in accordance with Section 2.3 of this Agreement while this Agreement remains in force. (7) Nothing contained in this Agreement shall prevent the Board from complying with Section 2.17 of National Instrument – 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors' circular in respect of each such an Acquisition Proposal that is not a Superior Proposal. (8) Without limiting the generality of this Article 5, the Company shall advise its Subsidiaries and their respective Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set out in this Article 5 by the Company, its Subsidiaries or their respective Representatives shall be deemed to be a breach of this Article 5 by the Company.