Common use of The Rights Agent Clause in Contracts

The Rights Agent. 4.1.1 The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such co-rights agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of the Rights Agent. If the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Corporation may determine with approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheld). The Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. 4.1.2 The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Shares, Rights Certificate, certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation.

The Rights Agent. 4.1.1 (a) The Corporation hereby by this Agreement appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereofof this Agreement, and the Rights Agent hereby by this Agreement accepts such appointment. The Corporation may from time to time appoint such co-rights agents Rights Agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of the Rights Agent. If In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall will be as the Corporation may determine with the approval of the Rights Agent and the Co- Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder under this Agreement and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder under this Agreement (including the reasonable fees and other disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheld). The Corporation also agrees to indemnify the Rights Agent forand its officers, employees, agents and directors for and to hold it them harmless against, against any loss, liability, cost, claim, action, damage, suit or expense, expense incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, Agent for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, Agreement including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. 4.1.2 (b) In no event will the Rights Agent be liable for special, indirect, consequential or punitive loss or damages of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such damages. Any liability of the Rights Agent will be limited in the aggregate to an amount equal to the annual fee paid by the Corporation pursuant to this Agreement. (c) The Rights Agent shall will be protected and shall will incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Shares, Common Shares or any Rights Certificate, Certificate or certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 (d) The Corporation shall will inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent andand will, at any time upon requestwritten request of the Rights Agent, shall provide to the Rights Agent with an incumbency certificate certifying with respect to the then current directors of the Corporation and the officers of the Corporation.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such co-rights agents (“one or more Co-Rights Agents”) Agents as it may deem necessary or desirable, desirable subject to the approval of the Rights Agent. If In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent Agents and Co-Rights Agents shall be as the Corporation may determine with the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, them from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheld)hereunder. The Corporation also agrees to indemnify the Rights Agent Agent, its offices, directors and employees for, and to hold it them harmless against, any loss, liability, liability or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. 4.1.2 (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it (without negligence, bad faith or wilful misconduct on the part of the Rights Agent) in connection with its administration of this Agreement in reliance upon any certificate for Class A Shares, Class B Shares, Rights Certificate, certificate for other securities Shares of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 (c) The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent andand shall, at any time time, upon request, shall request by the Rights Agent provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation.

The Rights Agent. 4.1.1 4.1 General‌ (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby xxxxxx accepts such appointment. The Corporation may from time to time appoint such one or more co-rights agents (each, a “Co-Rights AgentsAgent”) as it may deem necessary or desirable, subject to the approval of desirable after consultation with the Rights Agent. If the Corporation appoints one or more Co-Rights AgentsIn such event, the respective duties of the Rights Agent and any Co-Rights Agents Agent shall be as the Corporation may determine with the written approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, time on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheld)hereunder. The Corporation also agrees to indemnify the Rights Agent Agent, its officers, directors, employees and agents for, and to hold it them harmless against, any loss, liability, cost, claim, action, damage, suit or expense, incurred without gross negligence, bad faith or wilful willful misconduct on the part of the Rights Agent, its officers, directors, employees or agents, for anything done or omitted by the Rights Agent them in connection with the acceptance and administration performance of this Agreement, including the reasonable legal costs and expenses of defending against any claim of liabilityexpenses, which right to indemnification will shall survive the termination of this Agreement or the resignation or removal of the Rights Agent. In the event of any disagreement arising regarding the terms of this Agreement the Rights Agent shall be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by written agreement amongst the parties to this Agreement or by a court of competent jurisdiction. 4.1.2 (b) The Rights Agent shall be protected from, and shall incur no liability for or in respect of of, any action taken, suffered or omitted by it in connection with its administration performance of this Agreement in reliance upon any certificate for Shares, Rights Certificate, certificate or for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statementopinion, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 (c) The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon written request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation. 4.2 Merger or Amalgamation or Change of Name of Rights Agent‌ (a) Any body corporate into which the Rights Agent or any successor Rights Agent may be merged or amalgamated with or into, or any body corporate succeeding to the security holder services business of the Rights Agent or any successor Rights Agent shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such body corporate would be eligible for appointment as a successor Rights Agent under the provisions of Section 4.4 hereof. (b) In case at the time such successor Rights Agent succeeds to the agency created by this Agreement any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement. (c) In case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

The Rights Agent. 4.1.1 The Corporation Company hereby appoints the Rights Agent to act as agent for the Corporation Company and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation Company may from time to time appoint such co-rights agents Rights Agents (“Co-Rights Agents”) as it may deem necessary or desirable, desirable subject to the approval of the Rights Agent. If In the Corporation event the Company appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Corporation Company may determine with the approval of the Rights Agent and the Co-Rights Agent. The Corporation Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheldAgent). The Corporation Company also agrees to indemnify the Rights Agent Agent, and its officers, directors, employees and agents for, and to hold it and them harmless against, any loss, liability, liability or expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights AgentAgent or such persons, for anything done or omitted by the Rights Agent or such persons in connection with the acceptance and administration of this Agreement, including the reasonable legal costs and expenses of defending against any claim of liabilityexpenses, which right to indemnification will survive the termination of this Agreement or and the resignation or removal of the Rights Agent. 4.1.2 The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Shares, Rights Certificate, certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders Holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such one or more co-rights agents (“Co-Co- Rights Agents”) as it may deem necessary or desirable, subject to the prior written approval of the Rights Agent. If In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Corporation may determine with the written approval of the Rights AgentAgent and the Co-Rights Agents. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert or advisor retained by the Rights Agent with the prior approval of the Corporation, such approval not to be unreasonably withheld). The Corporation also agrees to indemnify the Rights Agent and its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability, cost, claim, action, damage, suit or expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, its officers, directors, employees and agents, for anything done done, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, execution and administration of this AgreementAgreement and the exercise and performance of its duties hereunder, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or on the resignation or removal of the Rights Agent. In the event of any disagreement arising regarding the terms of this Agreement, the Rights Agent shall be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by written agreement between the parties to this Agreement or by a court of competent jurisdiction. 4.1.2 (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Shares, Common Shares or any Rights Certificate, Certificate or certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper Person or Persons. 4.1.3 (c) The Corporation shall will inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent andAgent, and at any time time, upon request, shall provide to the Rights Agent an incumbency certificate certifying with respect to the then current directors and officers of the Corporation, provided that failure to inform the Rights Agent of any such events, or any defect therein, shall not affect the validity of any action taken hereunder in relation to such events. (d) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent shall not be liable under any circumstances whatsoever for any (i) breach by any other party of securities law or other rule of any securities regulatory authority, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (e) Notwithstanding any other provision of this Agreement, any liability of the Rights Agent shall be limited, in the aggregate, to the amount of fees paid by the Company to the Rights Agent under this Agreement in the twelve (12) months immediately prior to the Rights Agent receiving the first notice of the claim.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby xxxxxx accepts such appointment. The Corporation may from time to time appoint such one or more co-rights agents (each, a “Co-Rights AgentsAgent”) as it may deem necessary or desirable, subject to the approval of the Rights Agent. If In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent Agents and Co-Rights Agents shall will be as the Corporation may determine with the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheldacting reasonably). The Corporation also agrees to indemnify the Rights Agent Agent, its officers, directors and employees for, and to hold it and them harmless against, any loss, liabilityliability cost, claim, action, damage, suit or expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreementagreement, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or agreement and/or the resignation or removal of the Rights Agent. 4.1.2 (b) The Corporation will inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this agreement by the Rights Agent and at any time, upon request, will provide to the Rights Agent an incumbency certificate with respect to the then current authorized signatories of the Corporation, provided that failure to inform the Rights Agent of any such events, or any defect therein, will not affect the validity of any action taken hereunder in relation to such events. (c) The Rights Agent shall will be protected and shall will incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement agreement in reliance upon any certificate for Common Shares, Rights Certificate, certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 The Corporation shall inform (d) In the event of any disagreement arising regarding the terms of this Agreement, the Rights Agent in a reasonably timely manner of events which may materially affect shall be entitled, at its option, to refuse to comply with any and all demands whatsoever until the administration dispute is settled either by written agreement amongst the parties of this Agreement or by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers a court of the Corporationcompetent jurisdiction.

The Rights Agent. 4.1.1 (a) The Corporation REIT hereby appoints the Rights Agent to act as agent for the Corporation REIT and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby xxxxxx accepts such appointment. The Corporation REIT may from time to time appoint such one or more co-rights agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of the Rights Agent. If In the Corporation event the REIT appoints one or more Coco-Rights Agentsrights agents, the respective duties of the Rights Agent and Coco-Rights Agents rights agents shall be as the Corporation REIT may determine determine, with approval the prior consent of the co-rights agents and the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheld). The Corporation REIT also agrees to indemnify the Rights Agent Agent, its officers, directors, affiliates, agents and employees for, and to hold it them harmless against, any loss, liability, liability or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, its officers, directors, affiliates, agents and employees for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable legal costs and expenses of defending against any claim of liabilityexpenses, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. In no event will the Rights Agent be liable for special, indirect, consequential, exemplary or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such damages. Any liability of the Rights Agent will be limited in the aggregate to an amount equal to the fee paid by the REIT pursuant to this Agreement. 4.1.2 (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for SharesUnits, Rights Certificate, certificate for other securities of the CorporationREIT, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. The Rights Agent need not investigate any fact or matter stated in any such document, but it may, in its discretion, make such further inquiry or investigation into such facts or matters as it may see fit. 4.1.3 (c) The Corporation REIT shall inform the Rights Agent in a reasonably reasonable timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers REIT Trustees. (d) None of the Corporationprovisions of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. (a) Merger or Amalgamation or Change of Name of Rights Agent (b) In case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

The Rights Agent. 4.1.1 4.1 General‌ (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such one or more co-rights agents (each, a “Co-Rights AgentsAgent”) as it may deem necessary or desirable, subject to the approval of desirable after consultation with the Rights Agent. If the Corporation appoints one or more Co-Rights AgentsIn such event, the respective duties of the Rights Agent and any Co-Rights Agents Agent shall be as the Corporation may determine with the written approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, time on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheld)hereunder. The Corporation also agrees to indemnify the Rights Agent Agent, its officers, directors, employees and agents for, and to hold it them harmless against, any loss, liability, cost, claim, action, damage, suit or expense, incurred without gross negligence, bad faith or wilful willful misconduct on the part of the Rights Agent, its officers, directors, employees or agents, for anything done or omitted by the Rights Agent them in connection with the acceptance and administration performance of this Agreement, including the reasonable legal costs and expenses of defending against any claim of liabilityexpenses, which right to indemnification will shall survive the termination of this Agreement or the resignation or removal of the Rights Agent. In the event of any disagreement arising regarding the terms of this Agreement the Rights Agent shall be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by written agreement amongst the parties to this Agreement or by a court of competent jurisdiction. 4.1.2 (b) The Rights Agent shall be protected from, and shall incur no liability for or in respect of of, any action taken, suffered or omitted by it in connection with its administration performance of this Agreement in reliance upon any certificate for Shares, Rights Certificate, certificate or for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statementopinion, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 (c) The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon written request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation. 4.2 Merger or Amalgamation or Change of Name of Rights Agent‌ (a) Any body corporate into which the Rights Agent or any successor Rights Agent may be merged or amalgamated with or into, or any body corporate succeeding to the security holder services business of the Rights Agent or any successor Rights Agent shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such body corporate would be eligible for appointment as a successor Rights Agent under the provisions of Section 4.4 hereof. (b) In case at the time such successor Rights Agent succeeds to the agency created by this Agreement any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement. (c) In case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such co-rights agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of the Rights Agent. If the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Corporation may determine with approval of the Rights Agent. The Corporation Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheld)hereunder. The Corporation Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including without limitation, the reasonable fees and expenses of counsel), incurred without gross negligence, bad faith or wilful willful misconduct on the part of the Rights AgentAgent(each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the reasonable . The costs and expenses incurred in enforcing the right of defending against any claim indemnification shall be paid by the Company. The provisions of liability, which right to indemnification will this Section 18 and Section 20 below shall survive the termination of this Agreement Agreement, the exercise or expiration of the resignation Rights and the resignation, replacement or removal of the Rights Agent. In no event will the Rights Agent be liable for punitive, special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. 4.1.2 (b) The Rights Agent shall be authorized and protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Rights Certificate or certificate for Shares, Rights Certificate, certificate the Preferred Shares or shares of Common Stock or for other securities of the CorporationCompany, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. 4.1.3 The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation.

The Rights Agent. 4.1.1 The Corporation (a) HealthSpace hereby appoints the Rights Agent to act as agent for the Corporation HealthSpace and the holders of the Rights in accordance with the terms and conditions hereofof this Agreement, and the Rights Agent hereby accepts such appointment. The Corporation HealthSpace may from time to time appoint such one or more co-rights agents Rights Agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of the Rights Agent, acting reasonably. If In the Corporation event HealthSpace appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Corporation HealthSpace may determine with the approval of the Rights Agent. The Corporation Agent and the Co-Rights Agents. (b) HealthSpace agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder or otherwise agreed to with HealthSpace in writing and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder thereunder (including the reasonable fees and other disbursements of any expert retained by the Rights Agent with the approval of the CorporationHealthSpace, such approval not to be unreasonably withheld). The Corporation HealthSpace also agrees to indemnify the Rights Agent and its affiliates, and each of their officers, directors, employees and agents for, and to hold it them harmless against, any loss, liability, cost, claim, action, damage or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, its affiliates, or either of its officers, directors, employees, or agents for anything done or omitted by the Rights Agent in connection with the acceptance acceptance, execution and administration of this AgreementAgreement and the exercise and performance of its duties hereunder, including the reasonable legal costs and expenses of defending against any claim of claims or liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. 4.1.2 (c) The Rights Agent shall be protected from and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Common Shares, Rights Certificate, certificate for other securities of the CorporationHealthSpace, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, opinion, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 The Corporation (d) HealthSpace shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current directors and officers of HealthSpace; provided that failure to inform the CorporationRights Agent of any such events, or any defect therein, shall not affect the validity of any action taken hereunder in relation to such events.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders Holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such one or more co-rights agents (“"Co-Rights Agents”") as it may deem necessary or desirable, subject to the prior written approval of the Rights Agent. If In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Corporation may determine with the written approval of the Rights AgentAgent and the Co-Rights Agents. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert or advisor retained by the Rights Agent with the prior approval of the Corporation, such approval not to be unreasonably withheld). The Corporation also agrees to indemnify the Rights Agent and its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability, cost, claim, action, damage, suit or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, its officers, directors, employees and agents, for anything done done, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, execution and administration of this AgreementAgreement and the exercise and performance of its duties hereunder, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or on the resignation or removal of the Rights Agent. In the event of any disagreement arising regarding the terms of this Agreement, the Rights Agent shall be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by written agreement between the parties to this Agreement or by a court of competent jurisdiction. 4.1.2 (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Shares, Common Shares or any Rights Certificate, Certificate or certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper Person or Persons. 4.1.3 (c) The Corporation shall will inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent andAgent, and at any time time, upon request, shall provide to the Rights Agent an incumbency certificate certifying with respect to the then current directors and officers of the Corporation, provided that failure to inform the Rights Agent of any such events, or any defect therein, shall not affect the validity of any action taken hereunder in relation to such events.

The Rights Agent. 4.1.1 (1) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such co-rights agents (“Co-Rights Agents”) Agents as it may deem necessary or desirable, subject to the prior approval of the Rights Agent, which shall not be unreasonably withheld. If In the event the Corporation appoints one or more Co-co- Rights Agents, the respective duties of the Rights Agent Agents and Coco-Rights Agents shall be as the Corporation may determine determine, with the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder or otherwise agreed to with the Corporation in writing and, from time to time, on demand of the Rights Agent, its reasonable expenses and (including counsel fees and other disbursements reasonably of legal counsel, to the extent they are reasonable) incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheld)hereunder. The Corporation also agrees to indemnify the Rights Agent Agent, its Affiliates, and its current and former officers, directors, employees and agents for, and to hold it such persons harmless against, any loss, liability, cost, claim, action, suit, damage, or expense, expense incurred without (that is not the result of gross negligence, bad faith or wilful misconduct on the part of any one or all of the Rights Agent, its Affiliates, or its current and former officers,‌ directors or employees) for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. 4.1.2 (2) The Rights Agent shall be protected from and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Share Registration confirmed in writing by the transfer agent of the Corporation, any certificate for Shares, Shares or any Rights Certificate, Certificate or certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, opinion, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. The Rights Agent need not investigate any fact or matter stated in any such document, but it may, in its discretion, make such further inquiry or investigation into such facts or matters as it may see fit. 4.1.3 (3) The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, and at any time time, upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation. (4) None of the provisions of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such co-rights agents (“Co-co- Rights Agents”) Agents as it may deem necessary or desirable, subject to the prior approval of the Rights Agent. If In the event the Corporation appoints one or more Coco-Rights Agents, the respective duties of the Rights Agent Agents and Coco-Rights Agents shall will be as the Corporation may determine determine, with the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and (including reasonable counsel fees and other disbursements reasonably disbursements) incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheld)hereunder. The Corporation also agrees to indemnify the Rights Agent Agent, its officers, directors and employees for, and to hold it such persons harmless against, any loss, liability, cost, claim, action, suit, damage, or expense, expense incurred without (that is not the result of gross negligence, bad faith or wilful misconduct on the part of any one or all of the Rights Agent, its officers, directors or employees) for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. 4.1.2 (b) The Rights Agent shall will be protected from and shall will incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Shares, Common Shares or any Rights Certificate, Certificate or certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 (c) The Corporation shall will inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, and at any time time, upon request, shall will provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation.

The Rights Agent. 4.1.1 (a) The Corporation REIT hereby appoints the Rights Agent to act as agent for the Corporation REIT and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby xxxxxx accepts such appointment. The Corporation REIT may from time to time appoint such one or more co-rights agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of the Rights Agent. If In the Corporation event the REIT appoints one or more Coco-Rights Agentsrights agents, the respective duties of the Rights Agent and Co-Rights Agents co- rights agents shall be as the Corporation REIT may determine determine, with approval the prior consent of the co-rights agents and the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheld). The Corporation REIT also agrees to indemnify the Rights Agent Agent, its officers, directors, affiliates, agents and employees for, and to hold it them harmless against, any loss, liability, liability or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, its officers, directors, affiliates, agents and employees for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable legal costs and expenses of defending against any claim of liabilityexpenses, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. In no event will the Rights Agent be liable for special, indirect, consequential, exemplary or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such damages. Any liability of the Rights Agent will be limited in the aggregate to an amount equal to the fee paid by the REIT pursuant to this Agreement. 4.1.2 (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for SharesUnits, Rights Certificate, certificate for other securities of the CorporationREIT, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. The Rights Agent need not investigate any fact or matter stated in any such document, but it may, in its discretion, make such further inquiry or investigation into such facts or matters as it may see fit. 4.1.3 (c) The Corporation REIT shall inform the Rights Agent in a reasonably reasonable timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers Trustees. (d) None of the Corporationprovisions of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

The Rights Agent. 4.1.1 5.1 General (a) The Corporation Company hereby appoints the Rights Agent to act as agent for the Corporation Company and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation Company may from time to time appoint such one or more co-rights agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to . In the approval of event the Rights Agent. If the Corporation Company appoints one or more Co-Rights Agents, the respective duties of the Rights Agent Agents and Co-Rights Agents shall be as the Corporation Company may determine with approval of the Rights Agentdetermine. The Corporation Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert retained by the Rights Agent with the approval of the CorporationCompany, such approval not to be unreasonably withheld), which right to compensation or such other reimbursements will survive the termination of this Agreement or the resignation or removal of the Rights Agent to the extent amounts are then payable. The Corporation Company also agrees to indemnify the Rights Agent Agent, its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability, cost, claim, action, damage or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights AgentAgent or its directors, officers, employees and agents, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement and the exercise and performance of its duties hereunder, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. 4.1.2 (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Shares, Rights Certificate, certificate for other securities of the CorporationCompany, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 The Corporation shall inform 5.2 Merger or Amalgamation or Change of Name of Rights Agent (a) Any corporation into which the Rights Agent in a reasonably timely manner of events or any successor Rights Agent may be merged or amalgamated or with which it may materially affect the administration of this Agreement by be consolidated, or any corporation resulting from any merger, amalgamation or consolidation to which the Rights Agent andor any successor Rights Agent is a party, at or any time upon requestcorporation succeeding to the shareholder or stockholder services business of the Rights Agent or any successor Rights Agent, shall provide will be the successor to the Rights Agent an incumbency certificate certifying under this Agreement without the then current officers execution or filing of any paper or any further act on the part of any of the Corporationparties hereto, provided that such corporation would be eligible for appointment as a successor Rights Agent under the provisions of section hereof. In case at the time such successor Rights Agent succeeds to the agency created by this Agreement any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned. In case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement. (b) In case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned. In case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

The Rights Agent. 4.1.1 (a) The Corporation hereby by this Agreement appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereofof this Agreement, and the Rights Agent hereby by this Agreement accepts such appointment. The Corporation may from time to time appoint such co-rights agents Rights Agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of the Rights Agent. If In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall will be as the Corporation may determine with the approval of the Rights Agent and the Co- Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder under this Agreement and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder under this Agreement (including the reasonable fees and other disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheld). The Corporation also agrees to indemnify the Rights Agent forand its officers, employees, agents and directors for and to hold it them harmless against, against any loss, liability, cost, claim, action, damage, suit or expense, expense incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, Agent for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, Agreement including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights AgentAgent.‌ (b) In no event will the Rights Agent be liable for special, indirect, consequential or punitive loss or damages of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such damages. Any liability of the Rights Agent will be limited in the aggregate to an amount equal to the annual fee paid by the Corporation pursuant to this Agreement. 4.1.2 (c) The Rights Agent shall will be protected and shall will incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Shares, Common Shares or any Rights Certificate, Certificate or certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons.Persons.‌ 4.1.3 (d) The Corporation shall will inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent andand will, at any time upon requestwritten request of the Rights Agent, shall provide to the Rights Agent with an incumbency certificate certifying with respect to the then current directors of the Corporation and the officers of the Corporation.

The Rights Agent. 4.1.1 a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby xxxxxx accepts such appointment. The Corporation may from time to time appoint such co-rights agents (“Co-Rights Agents”) as it may deem necessary or desirable, desirable subject to the prior written approval of the Rights Agent. If In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Corporation may determine with the written approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (hereunder, including the reasonable fees and other disbursements of any expert retained counsel and other experts consulted by the Rights Agent with the approval of the Corporation, such approval not pursuant to be unreasonably withheldSubsection 4.3(a). The Corporation also agrees to indemnify the Rights Agent Agent, its officers, directors, employees and agents for, and to hold it harmless against, against any loss, liability, cost, claim, action, damage, suit or expense, incurred without negligence, bad faith or wilful willful misconduct on the part of the Rights Agent, Agent for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, Agreement including the its reasonable legal costs and expenses of defending against any claim of liabilityexpenses, which right to indemnification will survive the termination of this Agreement or the removal or resignation or removal of the Rights Agent. 4.1.2 b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Shares, Rights Certificate, certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 c) The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such one or more co-rights agents (each, a “Co-Rights AgentsAgent”) as it may deem necessary or desirable, subject to the approval of the Rights Agent. If In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent Agents and Co-Rights Agents shall will be as the Corporation may determine with the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheldacting reasonably). The Corporation also agrees to indemnify the Rights Agent Agent, its officers, directors and employees for, and to hold it and them harmless against, any loss, liabilityliability cost, claim, action, damage, suit or expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreementagreement, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or agreement and/or the resignation or removal of the Rights Agent. 4.1.2 (b) The Corporation will inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this agreement by the Rights Agent and at any time, upon request, will provide to the Rights Agent an incumbency certificate with respect to the then current directors of the Corporation, provided that failure to inform the Rights Agent of any such events, or any defect therein, will not affect the validity of any action taken hereunder in relation to such events. (c) The Rights Agent shall will be protected and shall will incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement agreement in reliance upon any certificate for Common Shares, Rights Certificate, certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 The Corporation shall inform (d) In the event of any disagreement arising regarding the terms of this Agreement, the Rights Agent in a reasonably timely manner of events which may materially affect shall be entitled, at its option, to refuse to comply with any and all demands whatsoever until the administration dispute is settled either by written agreement amongst the parties of this Agreement or by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers a court of the Corporationcompetent jurisdiction.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such co-rights agents (“"Co-Rights Agents”") as it may deem necessary or desirable, subject to . In the approval of the Rights Agent. If event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Corporation may determine with determine, subject to the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable reasonably incurred expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (hereunder, including the reasonable fees and other disbursements of any expert retained counsel and other experts consulted by the Rights Agent with the approval of the Corporation, such approval not pursuant to be unreasonably withheldSubsection 4.3(a). The Corporation also agrees to indemnify the Rights Agent and each of its directors, officers, employees, agents and shareholders for, and to hold it each of them harmless against, any loss, liability, cost, claim, action, damage, suit or expense, incurred without gross negligence, bad faith or wilful willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including without limitation the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. In the event of any disagreement arising regarding the terms of this Agreement the Rights Agent shall be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by written agreement amongst the parties to this Agreement or by a court of competent jurisdiction. 4.1.2 (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Common Shares, Rights Certificate, certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 (c) The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation; provided that failure to inform the Rights Agent of such events, or any defect therein shall not affect the validity of any action taken hereunder in relation to such events.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby xxxxxx accepts such appointment. The Corporation may from time to time appoint such co-rights agents (“one or more Co-Rights Agents”) Agents as it may deem necessary or desirable, desirable subject to the approval of the Rights Agent. If In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent Agents and Co-Rights Agents shall be as the Corporation may determine with the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, them from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheld)hereunder. The Corporation also agrees to indemnify the Rights Agent Agent, its offices, directors and employees for, and to hold it them harmless against, any loss, liability, liability or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. 4.1.2 (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it (without negligence, bad faith or wilful misconduct on the part of the Rights Agent) in connection with its administration of this Agreement in reliance upon any certificate for Class A Shares, Class B Shares, Rights Certificate, certificate for other securities Shares of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 (c) The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent andand shall, at any time time, upon request, shall request by the Rights Agent provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby xxxxxx accepts such appointment. The Corporation may from time to time appoint such co-rights agents (“one or more Co-Rights Agents”) Agents as it may deem necessary or desirable, subject to . In the approval of the Rights Agent. If event the Corporation appoints one or more Co-Co- Rights Agents, the respective duties of the Rights Agent Agents and Co-Rights Agents shall be as the Corporation may determine with approval of the Rights Agentdetermine. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (hereunder, including the reasonable fees and other disbursements of any expert retained counsel and other experts consulted by the Rights Agent with the approval of the Corporation, such approval not pursuant to be unreasonably withheldsubsection 5.3(a). The Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. 4.1.2 (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Common Shares, Rights Certificate, certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 (c) The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent andand shall, at any time time, upon request, shall request by the Rights Agent provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders Holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such one or more co-rights agents (“"Co-Rights Agents”") as it may deem necessary or desirable, subject to the prior written approval of the Rights Agent. If In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Corporation may determine with the written approval of the Rights AgentAgent and the Co-Rights Agents. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert or advisor retained by the Rights Agent with the prior approval of the Corporation, such approval not to be unreasonably withheld). The Corporation also agrees to indemnify the Rights Agent and its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability, cost, claim, action, damage, suit or expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, its officers, directors, employees and agents, for anything done done, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, execution and administration of this AgreementAgreement and the exercise and performance of its duties hereunder, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or on the resignation or removal of the Rights Agent. In the event of any disagreement arising regarding the terms of this Agreement, the Rights Agent shall be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by written agreement between the parties to this Agreement or by a court of competent jurisdiction. 4.1.2 (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Shares, Common Shares or any Rights Certificate, Certificate or certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper Person or Persons. 4.1.3 (c) The Corporation shall will inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent andAgent, and at any time time, upon request, shall provide to the Rights Agent an incumbency certificate certifying with respect to the then current directors and officers of the Corporation, provided that failure to inform the Rights Agent of any such events, or any defect therein, shall not affect the validity of any action taken hereunder in relation to such events.

The Rights Agent. 4.1.1 (a) The Corporation Trust hereby appoints the Rights Agent to act as agent for the Corporation Trust and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation Trust may from time to time appoint such co-rights agents (the “Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval consent of the Rights Agent, acting reasonably. If In the Corporation event the Trust appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Corporation Trust may determine with the approval of the Rights Agent and Co-Rights Agent. The Corporation Trust agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert retained by the Rights Agent with the approval of the CorporationTrust, such approval not to be unreasonably withheld). The Corporation Trust also agrees to indemnify the Rights Agent Agent, its directors, officers and employees for, and to hold it them harmless against, any loss, liability, liability or expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights AgentAgent or its directors, officers and employees for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. 4.1.2 (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for SharesVoting Units, Rights Certificate, certificate for other securities of the Corporationsecurities, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Personspersons. 4.1.3 The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such one or more co-rights agents (“"Co-Rights Agents”") as it may deem necessary or desirable, subject to the approval of the Rights Agent. If In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent Agents and Co-Rights Agents shall be as the Corporation may determine with the approval of the Rights Agent and Co- Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheldacting reasonably). The Corporation also agrees to indemnify the Rights Agent Agent, its officers, directors and employees for, and to hold it and them harmless against, any loss, liability, liability or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, Agreement and/or including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or and/or the resignation or removal of the Rights Agent.. The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and at any time, upon request, shall provide to the Rights Agent an incumbency certificate with respect to the then current directors of the Corporation, provided that failure to inform the Rights Agent of any such events, or any defect therein, shall not affect the validity of any action taken hereunder in relation to such events.‌ 4.1.2 (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Common Shares, Rights Certificate, certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it in good faith to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders Holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such one or more co-rights agents (“Co-Co- Rights Agents”) as it may deem necessary or desirable, subject to the prior written approval of the Rights Agent. If In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Corporation may determine with the written approval of the Rights AgentAgent and the Co-Rights Agents. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert or advisor retained by the Rights Agent with the prior approval of the Corporation, such approval not to be unreasonably withheld). The Corporation also agrees to indemnify the Rights Agent and its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability, cost, claim, action, damage, suit or expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, its officers, directors, employees and agents, for anything done done, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, execution and administration of this AgreementAgreement and the exercise and performance of its duties hereunder, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or on the resignation or removal of the Rights Agent. In the event of any disagreement arising regarding the terms of this Agreement, the Rights Agent shall be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by written agreement between the parties to this Agreement or by a court of competent jurisdiction. 4.1.2 (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Shares, Common Shares or any Rights Certificate, Certificate or certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper Person or Persons. 4.1.3 (c) The Corporation shall will inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent andAgent, and at any time time, upon request, shall provide to the Rights Agent an incumbency certificate certifying with respect to the then current directors and officers of the Corporation, provided that failure to inform the Rights Agent of any such events, or any defect therein, shall not affect the validity of any action taken hereunder in relation to such events.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders holder of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such coone or more Co-rights agents Rights Agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of after consultation with the Rights Agent. If In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent Agents and Co-Rights Agents shall be as the Corporation may determine with the approval of the Rights AgentAgent and the Co- Rights Agents. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable and documented fees and expenses (including reasonable and documented counsel fees and other disbursements reasonably disbursements) incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheld)hereunder. The Corporation also agrees to indemnify the Rights Agent Agent, its officers, directors and employees for, and to hold it harmless against, any loss, liability, liability or expenseexpense arising out of its relationship with the Corporation pursuant to the terms and conditions of this Agreement, incurred without negligence, bad faith or wilful misconduct on the part of the Rights AgentAgent or its directors, officers, employees or agents, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable and documented legal costs and expenses of defending against any claim of liabilityexpenses, which right to indemnification will survive the termination of this Agreement or and the resignation or removal of the Rights Agent. 4.1.2 (b) The Rights Agent shall be protected from and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Common Shares, Rights Certificate, certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 (c) The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation, provided that failure to inform the Rights Agent of any such events, or any defect therein, shall not affect the validity of any action taken hereunder in relation to such events.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such co-rights agents Rights Agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of the Rights Agent. If In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall will be as the Corporation may determine with the approval of the Rights Agent and the Co-Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheld). The Corporation also agrees to indemnify the Rights Agent forand its officers, employees, agents and directors for and to hold it them harmless against, against any loss, liability, cost, claim, action, damage, suit or expense, expense incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, Agent for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, Agreement including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. In no event will the Rights Agent be liable for special, indirect, consequential or punitive loss or damages of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such damages. 4.1.2 (b) The Rights Agent shall will be protected and shall will incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Shares, Common Shares or any Rights Certificate, Certificate or certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 (c) The Corporation shall will inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by or the Rights Agent andand will, at any time upon requestwritten request of the Rights Agent, shall provide to the Rights Agent with an incumbency certificate certifying with respect to the then current officers of the Corporation.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders holder of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby xxxxxx accepts such appointment. The Corporation may from time to time appoint such coone or more Co-rights agents Rights Agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of the Rights Agent. If In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent Agents and Co-Rights Agents shall be as the Corporation may determine with the approval of the Rights Agent. Agent and the Co- Rights Agents. (b) The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable and documented fees and expenses (including reasonable and documented counsel fees and other disbursements reasonably disbursements) incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheldacting reasonably). . (c) The Corporation also agrees to Company will fully indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done its officers, directors, employees and agents and its former officers, directors, employees and agents harmless from and against, any and all actions and suits whether groundless or omitted by the Rights Agent in connection with the acceptance otherwise and administration of this Agreement, including the reasonable costs from and expenses of defending against any claim and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising directly or indirectly out of liabilityits agency relationship to the Company, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent except for any liability arising out of the gross negligence or intentional misconduct by the Rights Agent. In the absence of gross negligence or intentional misconduct on its part, the Rights Agent shall not be liable for any action taken, suffered, or omitted by it or for any error of judgement made by it in the performance of its duties under this Agreement. 4.1.2 (d) The Rights Agent shall be protected from and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Common Shares, Rights Certificate, certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. 4.1.3 (e) The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation, provided that failure to inform the Rights Agent of any such events, or any defect therein, shall not affect the validity of any action taken hereunder in relation to such events.

The Rights Agent. 4.1.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such co-rights agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of the Rights Agent. If the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Corporation may determine with approval of the Rights Agent. The Corporation Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheld)hereunder. The Corporation Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including without limitation, the reasonable fees and expenses of counsel), incurred without gross negligence, bad faith or wilful willful misconduct on the part of the Rights AgentAgent (each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the reasonable . The costs and expenses incurred in enforcing the right of defending against any claim indemnification shall be paid by the Company. The provisions of liability, which right to indemnification will this Section 18 and Section 20 below shall survive the termination of this Agreement Agreement, the exercise or expiration of the resignation Rights and the resignation, replacement or removal of the Rights Agent. In no event will the Rights Agent be liable for punitive, special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. 4.1.2 (b) The Rights Agent shall be authorized and protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Rights Certificate or certificate for Shares, Rights Certificate, certificate the Preferred Shares or shares of Common Stock or for other securities of the CorporationCompany, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. 4.1.3 The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation.

The Rights Agent. 4.1.1 (a) The Corporation Trust hereby appoints the Rights Agent to act as agent for the Corporation Trust and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation Trust may from time to time appoint such co-rights agents (the “Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval consent of the Rights Agent, acting reasonably. If In the Corporation event the Trust appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Corporation Trust may determine with the approval of the Rights Agent and Co-Rights Agent. The Corporation Trust agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert retained by the Rights Agent with the approval of the CorporationTrust, such approval not to be unreasonably withheld). The Corporation Trust also agrees to indemnify the Rights Agent Agent, its directors, officers and employees for, and to hold it them harmless against, any loss, liability, liability or expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights AgentAgent or its directors, officers and employees for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. 4.1.2 (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for SharesVoting Units, Rights Certificate, certificate for other securities of the Corporationsecurities, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Personspersons. 4.1.3 (c) The Corporation Trust shall inform the Rights Agent Agent, in a reasonably timely manner manner, of events which may materially affect the administration of this Agreement by the Rights Agent andAgent. At any time, at any time upon request, the Trust shall provide to the Rights Agent an incumbency certificate certifying with respect to the then current trustees and officers of the CorporationTrust.

The Rights Agent. 4.1.1 4.1 General (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders Holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such one or more co-rights agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the prior written approval of the Rights Agent. If In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Corporation may determine with the written approval of the Rights AgentAgent and the Co-Rights Agents. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert or advisor retained by the Rights Agent with the prior approval of the Corporation, such approval not to be unreasonably withheld). The Corporation also agrees to indemnify the Rights Agent and its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability, cost, claim, action, damage, suit or expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, its officers, directors, employees and agents, for anything done done, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, execution and administration of this AgreementAgreement and the exercise and performance of its duties hereunder, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or on the resignation or removal of the Rights Agent. In the event of any disagreement arising regarding the terms of this Agreement, the Rights Agent shall be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by written agreement between the parties to this Agreement or by a court of competent jurisdiction. 4.1.2 (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Shares, Common Shares or any Rights Certificate, Certificate or certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper Person or Persons. 4.1.3 (c) The Corporation shall will inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent andAgent, and at any time time, upon request, shall provide to the Rights Agent an incumbency certificate certifying with respect to the then current directors and officers of the Corporation, provided that failure to inform the Rights Agent of any such events, or any defect therein, shall not affect the validity of any action taken hereunder in relation to such events. 4.2 Merger or Amalgamation or Change of Name of Rights Agent (a) Any corporation into which the Rights Agent or any successor Rights Agent may be merged or amalgamated or with which it may be consolidated, or any corporation resulting from any merger, amalgamation, statutory arrangement or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any corporation succeeding to the shareholder or stockholder services business of the Rights Agent or any successor Rights Agent, will be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 4.4 hereof. In case at the time such successor Rights Agent succeeds to the agency created by this Agreement any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement. (b) In case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.