Common use of The Rights Clause in Contracts

The Rights. (a) Certificates representing Common Shares which are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall also evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially to the following effect: “Until the Separation Time (defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of the holder described in a Shareholder Rights Plan Agreement, dated October 13, 1992, as amended or supplemented from time to time (the “Shareholder Rights Plan Agreement”), between TransAlta Corporation (“TransAlta”) and Computershare Trust Company of Canada (as successor to AST Trust Company (Canada)), the terms of which are incorporated herein by reference and a copy of which is available on filedemand without charge at the principal executive offices of TransAlta. Under certain circumstances set out in the Shareholder Rights Plan Agreement, the rights may expire, may become null and void or may be evidenced by separate certificates and no longer evidenced by this certificate. TransAlta will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. ‌ 2.1 Issuance and Legend on Common Share Certificates‌ (a) Certificates representing One (1) right in respect of each Common Shares which are Share outstanding at the Record Time and each Common Share that may be issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall also evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially to the following effect: “Until the Separation Time (defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of the holder described in a Shareholder Rights Plan Agreement, dated October 13, 1992, as amended or supplemented from time to time (the “Shareholder Rights Plan Agreement”), between TransAlta Corporation (“TransAlta”) and Computershare Trust Company of Canada (as successor to AST Trust Company (Canada)), the terms of which are incorporated herein by reference and a copy of which is available on filedemand without charge at the principal executive offices of TransAlta. Under certain circumstances set out in the Shareholder Rights Plan Agreement, the rights may expire, may become null and void or may be evidenced by separate certificates and no longer evidenced by this certificate. TransAlta will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, be issued in addition accordance with the terms hereof. (b) Certificates for Common Shares issued after the Record Time hereof but prior to the Common Shares, one Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence one (1) Right for each Common Share represented thereby and shall have impressed, printed, or written thereon or otherwise affixed thereto a legend in substantially the registration record following form: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, made as of April 10, 2024 (the “Rights Agreement”), between Energy Fuels Inc. (the “Corporation”) and Equiniti Trust Company, LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain circumstances, they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof), or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall include not affect the validity of this Agreement or the Rights issued hereunder. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one (1) Right for each Common Share evidenced thereby notwithstanding the absence of a legend in substantially the foregoing legend, adapted accordingly as form until the Rights Agent may reasonably requireearlier of the Separation Time and the Expiration Time.

The Rights. (a) Certificates representing for Common Shares which are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, Time shall also evidence one Right for each Common Share represented evidenced thereby and shall have impressed on, printed on, written on or otherwise affixed to them a the legend set forth in a form substantially the Original Agreement (which legend shall be deemed for all purposes to be amended to read the same as set forth below), but any Common Share certificates issued after the Amendment Date but prior to the earlier of the Separation Time and the Expiration Time shall have impressed on, printed on, written on, or otherwise affixed to them the following effectlegend: “Until the Separation Time (as defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain rights as set forth in a an Amended and Restated Shareholder Rights Plan Agreement, dated October 13as of the 18TH day of MAY, 1992, as amended or supplemented from time to time 2023 (the “Shareholder ”Rights Plan Agreement”), between TransAlta Corporation SNC-Lavalin group Inc. (“TransAltathe ”Corporation”) and Computershare Trust Company of Canada (Investor Services Inc., as successor to AST Trust Company (Canada))Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is available on filedemand without charge may be inspected during normal business hours at the principal executive offices of TransAltathe Corporation. Under certain circumstances circumstances, as set out forth in the Shareholder Rights Plan Agreement, the such rights may be amended, terminated, may expire, may become null and void (if, in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Rights Agreement, whether currently held by or on behalf of such Person or any subsequent holder) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as it is practicable after the receipt of a written request therefor. Jusqu’à l’heure de séparation (définie dans la convention de droits de souscription mentionnée ci-dessous), le présent certificat atteste également que son porteur jouit de certains DROITS STIPULÉS DANS UNE CONVENTION MODIFIÉE ET MISE À JOUR CRÉANT UN RÉGIME DE DROITS DE SOUSCRIPTION DES ACTIONNAIRES INTERVENUE EN DATE DU 18 MAI 2023 (« CONVENTION DE DROITS DE souscription ») entre Groupe SNC-Lavalin inc. (« Société ») et Services aux Investisseurs Computershare Inc., à titre d’agent des droits de souscription, convention dont les conditions sont intégrées dans les présentes par renvoi et dont une copie peut être consultée xxxxxx xxx heures normales d’affaires aux bureaux de direction principaux de la Société. Dans certaines circonstances stipulées dans la convention de droits de souscription, ces droits de souscription peuvent être modifiés, être annulés, expirer ou devenir nuls (si, dans certaines CIRCONSTANCES, ILS SONT « DÉTENUS À TITRE DE VÉRITABLE PROPRIÉTAIRE » PAR UNE « PERSONNE FAISANT UNE ACQUISITION », SELON LA DÉFINITION DE CES TERMES DANS LA CONVENTION DE DROITS DE SOUSCRIPTION, QU’ILS SOIENT DÉTENUS ACTUELLEMENT PAR CETTE PERSONNE OU UN PORTEUR ULTÉRIEUR OU POUR LE COMPTE DE CEUX-CI). Les droits de souscription peuvent aussi être attestés par des certificats distincts et peuvent ne plus être attestés par le présent certificat. La Société postera ou fera poster sans frais une copie de la convention de droits de souscription au porteur du présent certificat dès que possible après la réception d’une demande écrite à cet effet.” (b) Certificates representing Common Shares that are issued and outstanding at the Record TimeTime or the Amendment Date, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Sharescase may be, shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, thereby until the close of business on the earlier of the Separation Time and the Expiration TimeTime notwithstanding the absence of the legend required by this section 2.1. (bc) Any Common Shares issued and registered in Book Entry Form after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. (a) Legend on Common Share Certificates representing Certificates for the Common Shares, including without limitation Common Shares which are issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, Time shall also evidence one Right for each Common Share represented thereby and and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed on, written on or otherwise affixed to them a (i) the legend set forth in a form substantially Section 2.1 of the Original Plan, which legend shall be deemed to be amended for all purposes to read the same as the following effectlegend, or (ii) the following legend: “Until the Separation Time (as defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain Rights as set forth in a an Amended and Restated Shareholder Rights Plan AgreementAgreement dated as of September 23, 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated October 13as of September 26, 19922013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004), as amended or supplemented such may from time to time be amended, restated, varied or replaced (the “Shareholder Rights Plan Agreement”), between TransAlta Open Text Corporation (the “TransAltaCorporation”) and Computershare Trust Company of Canada (Investor Services Inc. as successor to AST Trust Company (Canada))Rights Agent, the terms of which are hereby incorporated herein by reference and and, a copy of which is available on filedemand without charge file at the principal executive offices registered office of TransAltathe Corporation. Under In certain circumstances circumstances, as set out forth in the Shareholder Rights Plan Agreement, the rights such Rights may be amended, redeemed, may expire, may become null and void (if, in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Corporation will mail or arrange for the ~13~ mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable practicable, after the receipt of a written request therefor.” . Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at Time or the Effective Amendment Date represent Common Shares, shall also evidence one Right for each Common Share evidenced thereby, thereby notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. 2.1 LEGEND ON COMMON SHARE CERTIFICATES (a) Certificates representing issued for Common Shares, including without limitation Common Shares which are issued upon the conversion of Convertible Securities, after the Record Time date hereof but prior to the close of business on the earlier of the Separation Time and the Expiration Time, Time shall also evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially to the following effectform: “Until the Separation Time (as defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain Rights as set forth in a the Shareholder Rights Plan Agreement, dated October 13as of the 25th day of June, 19922007, as amended or supplemented from time to time (the “Shareholder "Rights Plan Agreement”"), between TransAlta Corporation Olympus Pacific Minerals Inc. (“TransAlta”the "Corporation") and Computershare Trust Company of Canada (Investor Services Inc., as successor to AST Trust Company (Canada))Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is available on filedemand without charge file and may be inspected during normal business hours at the principal executive offices of TransAltathe Corporation. Under certain circumstances circumstances, as set out forth in the Shareholder Rights Plan Agreement, the rights such Rights may be amended, redeemed, may expire, may become null and void (if, in certain cases, they are "Beneficially Owned" by an "Acquiring Person", as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as is reasonably practicable after the receipt of a written request therefor.” therefore. Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, date hereof shall also evidence one Right for each Common Share evidenced thereby, thereby notwithstanding the absence of the foregoing legend, legend until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Registered holders of Common Shares issued who have not received a share certificate and registered in Book Entry Form prior are entitled to do so on the earlier of the Separation Time and the Expiration Time shall evidence, in addition be entitled to Rights as if such certificates had been issued and such Rights shall for all purposes hereof be evidenced by the corresponding entries on the Corporation's securities registers for the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. (a) 2.1 Legend on Common Share Certificates representing Certificates for the Common Shares, including without limitation Common Shares which are issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, Time shall also evidence one Right for each Common Share represented thereby and and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially to the following effectlegend: “Until the Separation Time (as defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain Rights as set forth in a Shareholder Rights Plan AgreementAgreement dated as of March 10, dated October 13, 19922013, as amended or supplemented such Shareholder Rights Plan Agreement may from time to time be amended, restated, varied or replaced (the “Shareholder Rights Plan Agreement”), between TransAlta Corporation Aurizon Mines Ltd. (the “TransAltaCorporation”) and Computershare Trust Company of Canada (Canada, as successor to AST Trust Company (Canada))Rights Agent, the terms of which are incorporated herein by reference and a copy of which is available on filedemand without charge file at the principal executive offices registered office of TransAltathe Corporation. Under In certain circumstances circumstances, as set out forth in the Shareholder Rights Plan Agreement, the rights such Rights may be amended, redeemed, may expire, may become null and void (if, in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, Time shall also evidence one Right for each Common Share evidenced thereby, thereby notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. 2.1. Issuance and Evidence of Rights; Legend on Common Share Certificates (a) The Corporation shall declare and issue one Right in respect of each Common Share outstanding at the Record Time and one Right in respect of each Common Share which may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time in accordance with the terms hereof. The Corporation shall promptly notify the Rights Agent in writing upon the occurrence of the Separation Time and/or the Expiration Time and, if such notification is given orally, the Corporation shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that neither the Separation Time nor the Expiration time has occurred. (b) Certificates representing Common Shares which are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall also will evidence one Right for each Common Share represented thereby and shall have impressed onimpressed, printed on, or written on thereon or otherwise affixed to them thereto a legend in a form substantially to the following effectform: “"Until the Separation Time (as such term is defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain rights as set forth in a the Shareholder Rights Plan AgreementAgreement dated as of November 11, dated October 13, 19922013 between MFC Industrial Ltd. (the "Corporation") and Computershare Inc., as amended or supplemented Rights Agent (as such agreement may from time to time (be amended, restated, varied or replaced, the “"Shareholder Rights Plan Agreement”), between TransAlta Corporation (“TransAlta”) and Computershare Trust Company of Canada (as successor to AST Trust Company (Canada)"), the terms of which are hereby incorporated herein by reference and a copy of which is available on filedemand without charge file and may be inspected during normal business hours at the principal executive offices office of TransAltathe Corporation and is available for viewing at xxx.xxxxx.xxx. Under certain circumstances as set out forth in the Shareholder Rights Plan Agreement, the such rights may be amended, redeemed or exchanged, may expire, may lapse, may become null and void (if, in certain circumstances, they are "Beneficially Owned" by a person who is or becomes an "Acquiring Person", as such terms are defined in the Shareholder Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” " Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, shall Time will also evidence one Right for each one Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to . On the earlier of the close of business on the Separation Time and Expiration Time, registered holders of Common Shares who have not received a share certificate and are entitled to do so shall be entitled to Rights as if such certificates had been issued and such Rights shall for all purposes hereof be evidenced by the Expiration Time shall evidence, in addition to corresponding entries on the Corporation's securities register for Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. (a) 2.1 Legend on Common Share Certificates representing Certificates for the Common Shares, including without limitation Common Shares which are issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, Time shall also evidence one Right for each Common Share represented thereby and and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially in a form substantially to the following effectform: “Until the Separation Time (as defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain Rights as set forth in a Shareholder Rights Plan AgreementAgreement dated as of May 29, dated October 13, 19922008, as amended or supplemented such may from time to time be amended, restated, varied or replaced (the “Shareholder "Rights Plan Agreement”"), between TransAlta Corporation Micromem Technologies Inc. (“TransAlta”the "Corporation") and Computershare Equity Transfer & Trust Company of Canada (Company, as successor to AST Trust Company (Canada))Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is available on filedemand without charge file at the principal executive offices registered office of TransAltathe Corporation. Under In certain circumstances circumstances, as set out forth in the Shareholder Rights Plan Agreement, the rights such Rights may be amended, redeemed, may expire, may become null and void (if, in certain cases, they are "Beneficially Owned" by an "Acquiring Person", as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” . Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, Time shall also evidence one Right for each Common Share evidenced thereby, thereby notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. (a) 2.1 Legend on Share Certificates Certificates representing Common Shares which are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall also evidence one Right for each Common Share represented thereby until the earlier of the Separation Time or the Expiration Time and the Corporation shall cause such certificates to have impressed onthereon, printed onthereon, written on thereon or otherwise affixed to them a legend in a form substantially to the following effectlegend: “Until the close of business on the earlier of the Separation Time or the Expiration Time (as both terms are defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of the holder described in a Shareholder Rights Plan AgreementAgreement dated as of October 5, dated October 13, 1992, as amended or supplemented from time to time 1998 (the “"Shareholder Rights Plan Agreement”), ") between TransAlta Corporation Gold Reserve Inc. (“TransAlta”the "Corporation") and Computershare Montreal Trust Company of Canada (Canada, as successor to AST Trust Company (Canada))supplemented and amended, the terms of which are incorporated herein by reference and a copy of which is available on filedemand without charge file at the principal executive offices of TransAltathe Corporation. Under certain circumstances set out in the Shareholder Rights Plan Agreement, the rights may be terminated, may expire, may become null and void (if, in certain cases they are "Beneficially Owned" by an "Acquiring Person" as such terms are defined in the Shareholder Rights Agreement, whether currently held by or on behalf of such Person or a subsequent holder) or may be evidenced by separate certificates and no longer evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” Certificates . Provided that the Record Time occurs prior to the Separation Time, certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, Time shall also evidence one Right for each Common Share evidenced thereby, represented thereby notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. (a) Certificates representing Common Voting Shares which are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Termination Time, shall also evidence one Right for each Common Voting Share represented thereby until the earlier of the Separation Time or the Termination Time and shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially prior to the date hereof the legend referred to in Section 0 of the Original Rights Plan and which legend shall be deemed to be amended for all purposes to read the same as the following effectlegend: “Until the earlier of the Separation Time or the Termination Time (as both terms are defined in the Fourth Amended and Restated Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain Rights as set forth in a Fourth Amended and Restated Shareholder Rights Plan AgreementAgreement dated as of May 2, dated October 13, 19922019, as amended may be amended, restated or supplemented from time to time (the “Shareholder Rights Plan Agreement”), between TransAlta Corporation Alamos Gold Inc. (the “TransAltaCorporation”) and Computershare Trust Company of Canada (Canada, as successor to AST Trust Company (Canada))Rights Agent, the terms of which are incorporated herein by reference and a copy of which is available on filedemand without charge file at the principal executive offices of TransAltathe Corporation. Under certain circumstances set out in the Shareholder Rights Plan Agreement, the rights Rights may expirebe amended or redeemed, may expire or may become null and void (if, in certain cases, they are “Beneficially Owned” by an “Acquiring Person” as such terms are defined in the Shareholder Rights Agreement, whether currently held by or on behalf of such Person or a subsequent holder) or may be evidenced by separate certificates and no longer evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a one copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” . Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, Time shall also evidence one Right for each Common Share evidenced thereby, represented thereby notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Termination Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. 2.1 Legend on Common Share Certificates (a) Certificates representing the Common Shares, including without limitation Common Shares which are issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the Close of Business on the earlier of the Separation Time and the Expiration Time, shall also evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially to the following effectlegend: “"Until the Separation Time (as defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, dated October 13as of April 19, 1992, as amended or supplemented from time to time 2001 (the “Shareholder "Rights Plan Agreement”"), between TransAlta the Corporation (“TransAlta”) and Computershare Trust Company of Canada (Canada, as successor to AST Trust Company (Canada))Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is available on filedemand without charge file at the principal executive offices registered office of TransAltathe Corporation. Under certain circumstances circumstances, as set out forth in the Shareholder Rights Plan Agreement, the rights such Rights may be amended or redeemed, may expire, may become null and void (if, in certain cases, they are "Beneficially Owned" by an "Acquiring Person", as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” " (b) Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, Time shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. 2.1 Legend on Certificates (a) Certificates representing for Common Shares which are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall also evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially to the following effect: “Until the Separation Time (defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of the holder described in a Shareholder Rights Plan Agreement, dated October 13, 1992, as amended or supplemented from time to time (the “Shareholder Rights Plan Agreement”), between TransAlta Corporation (“TransAlta”) and Computershare Trust Company of Canada (as successor to AST Trust Company (Canada)), the terms of which are incorporated herein by reference and a copy of which is available on filedemand without charge at the principal executive offices of TransAlta. Under certain circumstances set out in the Shareholder Rights Plan Agreement, the rights may expire, may become null and void or may be evidenced by separate certificates and no longer evidenced by this certificate. TransAlta will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented evidenced thereby and shall have impressed on, printed on, written on or otherwise affixed to them the registration record following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement dated as of the 21st day of February, 2003, as may be supplemented and amended (the “Rights Agreement”), between Triant Technologies Inc. (the “Company”) and Computershare Investor Services Inc., as rights agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be terminated, may expire, may become null and void or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor. (b) Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend until the earlier of the Separation Time and the Expiration Time. 2.2 Execution, Authentication, Delivery and Dating of Rights Certificates (a) The Rights Certificates shall be executed on behalf of the Company by any of the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer or any Vice-President (including any Senior Vice-President), together with any other of such Common Shares persons or together with any one of the Secretary, the Treasurer, any Assistant Secretary or any Assistant Treasurer, under the corporate seal of the Company, which shall include be reproduced thereon. The signature of any of the foregoing legendofficers of the Company on the Rights Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, adapted accordingly as notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates. (b) Promptly after the Company learns of the Separation Time, the Company will notify the Rights Agent may reasonably requireof such Separation Time and will deliver Rights Certificates executed by the Company to the Rights Agent for countersignature, and the Rights Agent shall manually countersign and deliver such Rights Certificates to the holders of the Rights pursuant to section . No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid. (c) Each Rights Certificate shall be dated the date of the countersignature thereof.

The Rights. 2.1 Issuance and Evidence of Rights; Legend on Common Share Certificates (a) Certificates representing The Company shall issue one Right in respect of each Common Shares Share outstanding at the Record Time and one Right in respect of each Common Share which are may be issued after the Record Time but and prior to the earlier of the Separation Time and the Expiration Time in accordance with the terms hereof. Notwithstanding the foregoing, the Company may, after the Separation Time but prior to the Expiration Time, shall also evidence issue one Right for in respect of each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially which is issued after the Record Time pursuant to the following effect: “Until the Separation Time (defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights exercise of the holder described in a Shareholder Rights Plan Agreement, dated October 13, 1992, as amended or supplemented from time to time (the “Shareholder Rights Plan Agreement”), between TransAlta Corporation (“TransAlta”) and Computershare Trust Company of Canada (as successor to AST Trust Company (Canada)), the terms of Convertible Securities which are incorporated herein by reference and a copy of which is available on filedemand without charge at the principal executive offices of TransAlta. Under certain circumstances set out in the Shareholder Rights Plan Agreement, the rights may expire, may become null and void or may be evidenced by separate certificates and no longer evidenced by this certificate. TransAlta will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration TimeStock Acquisition Date. (b) Any Certificates representing Common Shares issued and registered in Book Entry Form after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented evidenced thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in the registration record following (or substantially similar) form: (i) “Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Shareholder Rights Plan Agreement made as of such June 29, 2011 (the “Rights Agreement”), between Rubicon Minerals Corporation (the “Company”) and Computershare Investor Services Inc., as rights agent, as amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which may be inspected during normal business hours at the principal office of the Company. Under certain circumstances, as set out in the Rights Agreement, the Rights may be amended, redeemed, may expire, may become null and void or may be evidenced by separate certificates and no longer evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” and may also have impressed on, printed on, written on or otherwise affixed to them, where and when required, a French language version of the above legend. Certificates representing Common Shares that are issued and outstanding at the Record Time shall include also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, adapted accordingly as until the Rights Agent may reasonably requireearlier of the Separation Time and the Expiration Time.

The Rights. (a) 2.1 LEGEND ON CERTIFICATES Certificates representing for Common Shares which are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, Time shall also evidence one Right for each Common Share represented thereby and shall and, at the option of the Board of Directors, may have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially to the following effectlegend: “Until the Separation Time (as defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain Rights as set forth in a Shareholder Protection Rights Plan Agreement, dated October 13as of the 18th day of December, 19921996, as amended or supplemented from time to time (the “Shareholder "Rights Plan Agreement”"), between TransAlta Corporation Solucorp Industries Ltd. (“TransAlta”the "Corporation") and Computershare CIBC Mellon Trust Company of Canada (Company, as successor to AST Trust Company (Canada))Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is available on filedemand without charge may be inspected during normal business hours at the principal executive offices registered office of TransAltathe Corporation. Under certain circumstances circumstances, as set out forth in the Shareholder Rights Plan Agreement, the rights such Rights may be amended, redeemed, terminated, may expire, may become null and void (if, in certain cases, they are "Beneficially Owned" by an "Acquiring Person", as such terms are defined in the Rights Agreement, whether currently held by or on behalf of such Person or any subsequent holder) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as is practicable after the receipt of a written request therefor.” . Certificates representing Common Shares that are issued and outstanding at and after the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, Time shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, legend until the close of business on the earlier of the Separation Time and the Expiration Time. 2.2 EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF RIGHTS CERTIFICATES (a) The Rights Certificates shall be executed on behalf of the Corporation by any of the Chairman of the Board, the President or any Vice-President (including any Senior Vice-President), together with any other of such persons or together with any one of the Secretary, the Treasurer, any Assistant Secretary or any Assistant Treasurer, under the corporate seal of the Corporation or otherwise. The signature of any of the officers of the Corporation on the Rights Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates. (b) Any Common Shares issued and registered in Book Entry Form prior to Promptly after the earlier Corporation learns of the Separation Time and Time, the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as Corporation will notify the Rights Agent may reasonably requireof such Separation Time and will deliver Rights Certificates executed by the Corporation to the Rights Agent for countersignature, and the Rights Agent shall manually countersign and deliver such Rights Certificates to the holders of the Rights pursuant to subsection 3.1(d). No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid. (c) Each Rights Certificate shall be dated the date of the countersignature thereof.

The Rights. (a) 2.1 Legend on Common Share Certificates representing Certificates for the Common Shares, including without limitation Common Shares which are issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, Time shall also evidence one Right for each Common Share represented thereby and and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially to the following effectlegend: “Until the Separation Time (as defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, dated October 13as of June 5, 19922000, as amended or supplemented such may from time to time be amended, restated, varied or replaced, (the “Shareholder "Rights Plan Agreement”"), between TransAlta Corporation Infowave Software, Inc. (“TransAlta”the "Corporation") and Computershare Montreal Trust Company of Canada (as successor to AST Trust Company (Canada))Rights Agent, the terms of which are hereby incorporated herein by reference and and, a copy of which is available on filedemand without charge file at the principal executive offices registered office of TransAltathe Corporation. Under certain circumstances circumstances, as set out forth, in the Shareholder Rights Plan Agreement, the rights such Rights may be amended or redeemed, may expire, may become null and void (if, in certain cases, they are "Beneficially Owned" by an "Acquiring Person", as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable practicable, after the receipt of a written request therefor.” . Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, Time shall also evidence one Right for each Common Share evidenced thereby, thereby notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. (a) 2.1 Legend on Common Share Certificates representing Certificates for the Common Shares, including without limitation Common Shares which are issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, Time shall also evidence one Right for each Common Share represented thereby and and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially prior to the Amendment Date (i) the legend set forth in Section 2.1 of the Original Plan, the legend set forth in Section 2.1 of the Amended and Restated Shareholders Rights Plan Agreement dated April 21, 1999, the legend set forth in Section 2.1 of the Amended and Restated Shareholder Rights Plan Agreement dated April 26, 2002, or the legend set forth in Section 2.1 of the Amended and Restated Shareholder Rights Plan Agreement dated April 28, 2005, which legends shall be deemed to be amended for all purposes to read the same as the following effectlegend or (ii) the following legend: “Until the Separation Time (as defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain Rights as set forth in a an Amended and Restated Shareholder Rights Plan Agreement, dated October 13as of April 24, 19922008 (amending and restating the Shareholder Rights Plan Agreement dated January 25, 1996 as amended and restated April 15, 1996, April 21, 1999, April 26, 2002 and April 28, 2005, as amended or supplemented such may from time to time be amended, restated, varied or replaced, (the “Shareholder Rights Plan Agreement”), between TransAlta Corporation Suncor Energy Inc. (the “TransAltaCorporation”) and Computershare Trust Company of Canada (as successor to AST Trust Company (Canada))Rights Agent, the terms of which are hereby incorporated herein by reference and and, a copy of which is available on filedemand without charge file at the principal executive offices registered office of TransAltathe Corporation. Under certain circumstances circumstances, as set out forth, in the Shareholder Rights Plan Agreement, the rights such Rights may be amended or redeemed, may expire, may become null and void (if, in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable practicable, after the receipt of a written request therefor.” . Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at Time or the Effective Amendment Date represent Common Shares, shall also evidence one Right for each Common Share evidenced thereby, thereby notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. 2.1 Legend on Common Share Certificates (a) Certificates representing the Common Shares, including without limitation Common Shares which are issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the Close of Business on the earlier of the Separation Time and the Expiration Time, shall also evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially to the following effectlegend: “"Until the Separation Time (as defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, dated October 13as of November 27, 1992, as amended or supplemented from time to time 1998 (the “Shareholder "Rights Plan Agreement”"), between TransAlta the Corporation (“TransAlta”) and Computershare Trust Company of Canada (Equity Transfer Services Inc., as successor to AST Trust Company (Canada))Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is available on filedemand without charge file at the principal executive offices registered office of TransAltathe Corporation. Under certain circumstances circumstances, as set out forth in the Shareholder Rights Plan Agreement, the rights such Rights may be amended or redeemed, may expire, may become null and void (if, in certain cases, they are "Beneficially Owned" by an "Acquiring Person", as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” " (b) Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, Time shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. (a) 2.1 LEGEND ON CERTIFICATES Certificates representing for the Common Shares, including without limitation, Common Shares which are issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, Time shall also evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written typewritten on or otherwise affixed to them a legend in a form substantially to the following effectlegend: “"Until the Separation Time (as defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain Rights as set forth in a the Shareholder Rights Plan Agreement, dated October 13as of the 4th day of February , 1992, 2005 as amended or supplemented such may be from time to time amended, restated, varied or replaced, between Aspreva Pharmaceuticals Corporation (the “Shareholder Rights Plan Agreement”), between TransAlta Corporation (“TransAlta”"CORPORATION") and Computershare Trust Company of Canada Investor Services Inc., as Rights Agent (as successor to AST Trust Company (Canada)the "RIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is available on filedemand without charge file at the principal executive offices of TransAltathe Corporation. Under certain circumstances circumstances, as set out forth in the Shareholder Rights Plan Agreement, the rights such Rights may be amended or redeemed, may expire, may become null and void (if, in certain cases, they are "BENEFICIALLY OWNED" by an "ACQUIRING PERSON", as such terms are defined in the Rights Agreement) whether currently held or on behalf or such Person or any subsequent holder or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable within five days after the receipt of a written request therefor.” " Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, Time shall also evidence one Right for each Common Share evidenced thereby, thereby notwithstanding the absence of the foregoing legend, legend until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. (a) 2.1 LEGEND ON CERTIFICATES Certificates representing for the Common Shares, including without limitation, Common Shares which are issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, Time shall also evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written typewritten on or otherwise affixed to them a legend in a form substantially to the following effectlegend: “"Until the Separation Time (as defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain Rights as set forth in a the Amended and Restated Shareholder Rights Plan Agreement, dated October 13as of the 8 day of April, 19922002 (amending and restating the Shareholder Rights Plan Agreement dated as of the 17 day of March 2002, as amended or supplemented such may be from time to time (the “Shareholder Rights Plan Agreement”amended, restated, varied or replaced), between TransAlta Corporation QLT Inc. (“TransAlta”the "CORPORATION") and Computershare Trust Company of Canada Canada, as Rights Agent (as successor to AST Trust Company (Canada)the "RIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is available on filedemand without charge file at the principal executive offices of TransAltathe Corporation. Under certain circumstances circumstances, as set out forth in the Shareholder Rights Plan Agreement, the rights such Rights may be amended or redeemed, may expire, may become null and void (if, in certain cases, they are "BENEFICIALLY OWNED" by an "ACQUIRING PERSON", as such terms are defined in the Rights Agreement) whether currently held or on behalf or such Person or any subsequent holder or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable within five days after the receipt of a written request therefor.” " Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, Time shall also evidence one Right for each Common Share evidenced thereby, thereby notwithstanding the absence of the foregoing legend, legend until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. (a) 2.1 LEGEND ON COMMON SHARE CERTIFICATES Certificates representing for the Common Shares, including without limitation Common Shares which are issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, Time shall also evidence one Right for each Common Share represented thereby and and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed on, written on or otherwise affixed to them a (i) the legend set forth in a form substantially Section 2.1 of the Original Plan, or the legend set forth in Section 2.1 of the Amended and Restated Shareholder Rights Plan Agreement dated May 2, 2002, which legends shall be deemed to be amended for all purposes to read the same as the following effectlegend, or (ii) the following legend: “Until the Separation Time (as defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain Rights as set forth in a an Amended and Restated Shareholder Rights Plan AgreementAgreement dated as of April 27, 2005 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated October 13May 2, 19922002), as amended or supplemented such may from time to time be amended, restated, varied or replaced (the “Shareholder "Rights Plan Agreement”"), between TransAlta Corporation Nexen Inc. (“TransAlta”the "Corporation") and Computershare CIBC Mellon Trust Company of Canada (as successor to AST Trust Company (Canada))Rights Agent, the terms of which are hereby incorporated herein by reference and and, a copy of which is available on filedemand without charge file at the principal executive offices registered office of TransAltathe Corporation. Under In certain circumstances circumstances, as set out forth in the Shareholder Rights Plan Agreement, the rights such Rights may be amended, redeemed, may expire, may become null and void (if, in certain cases, they are "Beneficially Owned" by an "Acquiring Person", as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable practicable, after the receipt of a written request therefor.” . Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at Time or the Effective Amendment Date represent Common Shares, shall also evidence one Right for each Common Share evidenced thereby, thereby notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. (a) Certificates representing Common Shares which are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall also evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially to the following effect: “Until the Separation Time (defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of the holder described in a Shareholder Rights Plan Agreement, dated October 13, 1992, as amended or supplemented from time to time (the “Shareholder Rights Plan Agreement”), between TransAlta Corporation (“TransAlta”) and Computershare Trust Company of Canada (as successor to AST Trust Company (Canada)), the terms of which are incorporated herein by reference and a copy of which is available on filedemand without charge file at the principal executive offices of TransAlta. Under certain circumstances set out in the Shareholder Rights Plan Agreement, the rights may expire, may become null and void or may be evidenced by separate certificates and no longer evidenced by this certificate. TransAlta will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. 2.1 Issuance and Evidence of Rights, Legend on Common Share Certificates (a) Certificates representing The Company shall issue one Right in respect of each Common Shares Share outstanding at the Record Time and one Right in respect of each Common Share which are may be issued after the Record Time but and prior to the earlier of the Separation Time and the Expiration Time in accordance with the terms hereof. Notwithstanding the foregoing, the Company may, after the Separation Time but prior to the Expiration Time, shall also evidence issue one Right for in respect of each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially which is issued after the Record Time pursuant to the following effect: “Until the Separation Time (defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights exercise of the holder described in a Shareholder Rights Plan Agreement, dated October 13, 1992, as amended or supplemented from time to time (the “Shareholder Rights Plan Agreement”), between TransAlta Corporation (“TransAlta”) and Computershare Trust Company of Canada (as successor to AST Trust Company (Canada)), the terms of Convertible Securities which are incorporated herein by reference and a copy of which is available on filedemand without charge at the principal executive offices of TransAlta. Under certain circumstances set out in the Shareholder Rights Plan Agreement, the rights may expire, may become null and void or may be evidenced by separate certificates and no longer evidenced by this certificate. TransAlta will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration TimeStock Acquisition Date. (b) Any Certificates representing Common Shares issued and registered in Book Entry Form after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented evidenced thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in the following (or substantially similar) form: (i) “Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Shareholder Rights Plan Agreement made as of June 14, 2006______, 2011 (the “Rights Agreement”), between Rubicon Minerals Corporation (the “Company”) and Computershare Investor Services Inc., as rights agent, as amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which may be inspected during normal business hours at the principal office of the Company. Under certain circumstances, as set out in the Rights Agreement, the Rights may be amended, redeemed, may expire, may become null and void or may be evidenced by separate certificates and no longer evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” and may also have impressed on, printed on, written on or otherwise affixed to them, where and when required, a French language version of the above legend. Certificates representing Common Shares that are issued and outstanding at the Record Time shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time. 2.2 Initial Exercise Price; Exercise of Rights; Detachment of Rights (a) Subject to adjustment as herein set forth (including without limitation any adjustment described in Article 3), each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one Common Share. Notwithstanding any other provision of this Agreement, any Rights held by the Company or any of its Subsidiaries shall be void. (b) Until the Separation Time: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of the Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, the Company will prepare and the Rights Agent will mail or arrange to be mailed to each holder of record of Common Shares as of the Separation Time or who subsequently becomes a holder of record of Common Shares upon the exercise of rights attaching to Convertible Securities outstanding at the Stock Acquisition Date (other than an Acquiring Person and, in respect of any Rights Beneficially Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of the Company (the Company hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): A. a rights certificate (“Rights Certificate”) representing the number of Rights held by such holder at the Separation Time and having such markers of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule, regulation or judicial or administrative order or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and B. a disclosure statement describing the Rights; provided that a Nominee shall be sent the materials provided for in paragraphs (A) and (B) above in respect of all Common Shares held of record by it which are not Beneficially Owned by an Acquiring Person. In order for the Company to determine whether any Person is holding Common Shares which are Beneficially Owned by another Person, the Company may require such first mentioned Person to furnish such information and documents as the Company deems necessary. (d) Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent at its principal office in the city of Vancouver, the Rights Certificate evidencing such Rights together with: (i) an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate duly completed and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (ii) payment in cash or by certified cheque, banker’s draft or money order payable to the order of the Company, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery or Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (e) Upon receipt of a Rights Certificate, which is accompanied by a completed Election to Exercise that does not indicate that such Right is null and void as provided by subsection 3.1(b) and payment as set forth in subsection 2.2(d), the Rights Agent (unless otherwise instructed by the Company if the Company is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly: (i) requisition from the transfer agent for the Common Shares certificates representing the number of such Common Shares to be purchased (the Company hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) after receipt of such certificate, deliver the Common Shares referred to in subclause 2.2 (e)(i) to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; (iii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuing fractional Common Shares; (iv) when appropriate, after receipt of such cash, deliver the same to or to the order of the registered holder of the Rights Certificate; and (v) tender to the Company all payments received on exercise of the Rights. (f) If the holder of any Rights shall include exercise less than all the foregoing legendRights evidenced by such holder’s Rights Certificate, adapted accordingly as a new Rights Certificate evidencing the Rights remaining unexercised (subject to Section 5.5) will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (g) The Company covenants and agrees that it will: (i) take all such action as may reasonably requirebe necessary and within its power to ensure that all securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; (ii) take all such action as may be necessary and within its power to comply with any applicable requirements of the Business Corporations Act (British Columbia), the Securities Act (British Columbia), the Securities Act (Alberta), the Securities Act (Ontario) the 1933 Securities Act, the 1934 Exchange Act and any other applicable laws in connection with the issuance and delivery of the Rights, the Rights Certificates and the issuance of any securities upon exercise of Rights; (iii) use reasonable efforts to cause all securities issued upon exercise of Rights to be listed on the stock exchanges and/or quotation systems on which the Common Shares were listed and traded immediately prior to the Stock Acquisition Date; (iv) cause to be reserved and kept available out of its authorized and unissued classes of securities, the number of securities that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; and (v) pay when due and payable any and all Canadian and, if applicable, United States, federal, provincial and state transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Company to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Common Shares, provided that the Company shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for securities in a name other than that of the holder of the Rights being transferred or exercised.

The Rights. 2.1 Issuance and Legend on Common Share Certificates (a) Certificates representing One right in respect of each Common Shares which are Share outstanding at the Record Time and each Common Share that may be issued after the Record Time but and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof. Notwithstanding the foregoing, one Right in respect of each Common Share issued after the Record Time upon the exercise of rights pursuant to Convertible Securities outstanding at the Record Time may be issued after the Separation Time but prior to the Expiration Time, . (b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time shall also evidence one Right for each Common Share represented thereby and shall have impressed onimpressed, printed onprinted, or written on thereon or otherwise affixed to them thereto a legend in a form substantially to the following effectform: “Until the Separation Time (as such term is defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, dated October 13made as of April 11, 19922007, as amended or supplemented from time to time (the “Shareholder Rights Plan Agreement”), between TransAlta Century Mining Corporation (the “TransAltaCorporation”) and Computershare Trust Company of Canada (Investor Services Inc., as successor to AST Trust Company (Canada))Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is available on filedemand without charge file and may be inspected during normal business hours at the principal executive offices of TransAltathe Corporation. Under certain circumstances circumstances, as set out forth in the Shareholder Rights Plan Agreement, the rights such Rights may be amended or redeemed, may expire, may become null and void (if, in certain circumstances, they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof), or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable within five days after the receipt of a written request therefor.” Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, Time shall also evidence one Right for each Common Share evidenced thereby, thereby notwithstanding the absence of a legend in substantially the foregoing legend, form until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. (a) 2.1 Legend on Common Share Certificates representing Certificates for the Common Shares, including without limitation Common Shares issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to Common Shares, one Right for each Common Share represented thereby and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement dated as of May 14, 2018, as such may from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between Dealnet Capital Corp. (the “Corporation”) and Capital Transfer Agency Inc. as Rights Agent, the terms of which are hereby incorporated herein by reference and, a copy of which is on file at the registered office of the Corporation and is available for viewing at xxx.xxxxx.xxx. The existence of the Rights Agreement may be confirmed at three year intervals by the vote of a majority of the Independent Shareholders (as such term is defined in the Rights Agreement) in a manner which is consistent with the provisions of the Rights Agreement. In certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, redeemed, may expire, may become void (if, in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable, after the receipt of a written request therefor. Any Common Shares issued and registered in Book Entry Form (that are evidenced by an advice or other statement on which are maintained electronically the records of the transfers) after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall also evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially to the following effect: “Until the Separation Time (defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of the holder described in a Shareholder Rights Plan Agreement, dated October 13, 1992, as amended or supplemented from time to time (the “Shareholder Rights Plan Agreement”), between TransAlta Corporation (“TransAlta”) and Computershare Trust Company of Canada (as successor to AST Trust Company (Canada)), the terms of which are incorporated herein by reference and a copy of which is available on filedemand without charge at the principal executive offices of TransAlta. Under certain circumstances set out in the Shareholder Rights Plan Agreement, the rights may expire, may become null and void or may be evidenced by separate certificates and no longer evidenced by this certificate. TransAlta will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one on Right for each Common Share represented thereby by such registration and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly accordingly, as the Rights Agent may reasonably require. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.

The Rights. (a) Certificates representing Common the Shares, including without limitation Shares which are issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the Close of Business on the earlier of the Separation Time and the Expiration Time, Time shall also evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially to the following effectlegend: “Until the Separation Time (as defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, dated October 13as of March 29, 19922011 (the “Rights Agreement”), between the Corporation and Olympia Trust Company, as rights agent, as the same may be amended or supplemented from time to time (in accordance with the “Shareholder Rights Plan Agreement”), between TransAlta Corporation (“TransAlta”) and Computershare Trust Company of Canada (as successor to AST Trust Company (Canada))terms thereof, the terms of which are hereby incorporated herein by reference and a copy of which is available on filedemand without charge file at the principal executive offices registered office of TransAltathe Corporation. Under certain circumstances circumstances, as set out forth in the Shareholder Rights Plan Agreement, the rights such Rights may be amended or redeemed, may expire, may become null and void (if, in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Rights Agreement, whether currently held by or on behalf of such Person or any subsequent holder) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” ” (b) Certificates representing Common Shares that are have been issued prior to, and remain outstanding at at, the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, Time shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, thereby until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to notwithstanding the Common Shares, one Right for each Common Share represented thereby and absence of the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably requirelegend required by Subsection 2.1(a).

The Rights. 2.1 Legend on Common Share Certificates 2.1.1 Certificates representing the Common Shares, including without limitation Common Shares issued upon the conversion of Convertible Securities, issued after the later of: (a) Certificates representing Common Shares which are issued after the Record Time Time; and (b) the date on which all required regulatory approvals required in respect of this Agreement have been received, but prior to the Close of Business on the earlier of of: (c) the Separation Time and Time; and (d) the Expiration Time, shall also evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially to the following effectlegend: “Until the Separation Time (as defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of and entitles the holder described hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, dated October 13made as of May 29, 1992, as amended or supplemented from time to time 2006 (the “Shareholder Rights Plan Agreement”), between TransAlta Corporation (“TransAlta”) the Company and Computershare Trust Company of Canada (Investor Services Inc., as successor to AST Trust Company (Canada))Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is available on filedemand without charge file at the principal executive offices registered office of TransAltathe Company. Under certain circumstances circumstances, as set out forth in the Shareholder Rights Plan Agreement, the rights such Rights may be amended or redeemed, may expire, may become null and void (if, in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. TransAlta The Company will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” ” 2.1.2 Certificates representing Common Shares that are issued and outstanding at the later of: (a) the Record Time, including certificates representing Utilities Common Shares, ; and (b) the date on which as at the Effective Date represent Common Sharesall required regulatory approvals required in respect of this Agreement have been received, shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the close of business on the earlier of of: (c) the Separation Time and Time; and (d) the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

The Rights. (a1) Certificates representing Common Shares One Right has been issued, effective at the Close of Business on March 11, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; and (2) In the event that certificates for Units are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they shall evidence, in addition to the Units, one Right for each Unit represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof the legend set forth in Subsection 2.01 of the Original Agreement, which legend shall be deemed to be amended for all purposes to read the same as the legend set forth below, and after the date hereof the following legend: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Unitholder Rights Agreement dated as of March 11, 2013, as amended and restated as of June 7, 2016 and as such may from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between PRO Real Estate Investment Trust (the “REIT”) and Equity Financial Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive office of the REIT. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, redeemed, may expire, may become void (if; in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Rights Agreement or a transferee thereof), or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The REIT will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall also evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. Certificates representing Units that are issued and outstanding and the registration record of Units issued and registered in Book Entry Form shall evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially to the following effect: “Until the Separation Time (defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of the holder described in a Shareholder Rights Plan Agreement, dated October 13, 1992, as amended or supplemented from time to time (the “Shareholder Rights Plan Agreement”), between TransAlta Corporation (“TransAlta”) and Computershare Trust Company of Canada (as successor to AST Trust Company (Canada)), the terms of which are incorporated herein by reference and a copy of which is available on filedemand without charge at the principal executive offices of TransAlta. Under certain circumstances set out in the Shareholder Rights Plan Agreement, the rights may expire, may become null and void or may be evidenced by separate certificates and no longer evidenced by this certificate. TransAlta will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.” Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, shall also evidence one Right for each Common Share Unit evidenced thereby, notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. (b) Any Common Shares issued and registered in Book Entry Form prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.