Common use of Transfer and Ownership of Subscription Receipts Clause in Contracts

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(d), Section 2.14, and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated Offices, the Corporation shall in the case of Subscription Receipt Certificates, issue and the Subscription Receipt Agent shall Authenticate and deliver, in accordance with its Internal Procedures, a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however, notwithstanding the foregoing provisions of this Section 2.13(a), Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe, and all such transfers shall be duly noted in the register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b) The Corporation and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth herein. Either the issue and delivery of Common Shares and the payment of any Dividend Equivalent Payment, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, or the payment of the Subscription Price and such Receiptholder’s pro rata portion of the aggregate of any Earned Interest, as provided in Section 3.3, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(d), Section 2.14, and Section 2.152.15 and subject to the Subscription Agreement, including Section 10.1(c) of the Subscription Agreement, there are no restrictions on the transfer of the Subscription Receipts; however, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated Offices, the Corporation shall in the case of Subscription Receipt Certificates, issue and the Subscription Receipt Agent shall Authenticate and deliver, in accordance with its Internal Procedures, a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however, notwithstanding the foregoing provisions of this Section 2.13(a), Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe, and all such transfers shall be duly noted in the register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b) The Corporation and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth herein. Either the issue and delivery of Common Shares and the payment of any Dividend Equivalent Payment, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, or the payment of the Subscription Price and such Receiptholder’s pro rata portion of the aggregate of any Earned Interest, as provided in Section 3.3, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(dSections 2.12(d), Section 2.13 and 2.14, and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however. However, the Subscription Receipts may only be transferred on the register kept by the Subscription Receipt Agent at one of the Designated Offices Office or branch registers of transfers by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated OfficesOffice and upon compliance with Sections 2.13 and 2.14, the Corporation Company shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transfereetransferee and register such transfer in accordance with Section 2.7 hereof. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his its name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation Company for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; (ii) compliance with all requirements of any legends affixed to a Subscription Receipt Certificate; and (iiiii) such reasonable requirements as the Subscription Receipt Agent may prescribeprescribe (which shall include surrender of the original Subscription Receipt Certificate, and a duly completed Transfer Form/Instrument of Transfer), and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b) The Corporation Company and the Subscription Receipt Agent shall and their respective agents may deem and treat the registered owner holder of any Subscription Receipt Certificate as the beneficial absolute owner thereof of that Subscription Receipts represented thereby for all purposes and the Company and the Subscription Receipt Agent and their respective agents shall not be affected by any knowledge to the contrary. The holder of any Subscription Receipt shall be entitled to the rights evidenced by that Subscription Receipt free from all equities or rights of set-off or counterclaim between the Company and the original or any intermediate holder thereof and all persons may act accordingly and the receipt from any holder for the Common Shares, or monies obtainable pursuant thereto shall be a good discharge to the Company and the Subscription Receipt Agent for the same and neither the Corporation Company nor the Subscription Receipt Agent shall be affected by bound to inquire into the title of any notice to the contraryholder. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local Toronto time) at the Designated OfficeOffice or branch registers of transfers, on the earlier to occur of the Acquisition Closing Conversion Date and the Termination Date (subject to settlement)Automatic Escrow Release Deadline. (d) The Subscription Receipt Agent shall promptly advise the Corporation Company of any requested transfer of Subscription Receipts. The Corporation Company shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14Applicable Legislation, a Subscription Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth herein. Either the issue and delivery of Common Shares and the payment of any Dividend Equivalent Payment, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, or the payment of the Subscription Price and such Receiptholder’s pro rata portion of the aggregate of any Earned Interest, as provided in Section 3.3, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation Company nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(d), Section 2.14, and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however, the The Subscription Receipts may only be transferred on the register kept at one the Designated Office of the Designated Offices Escrow Agent by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one the Designated Office of the Designated OfficesEscrow Agent, the Corporation CGI shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Escrow Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, registered title to Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Escrow Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Escrow Agent or the Corporation CGI for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; (ii) with respect to transfers of securities that contain the legend in Section 2.13(a), the receipt of the declaration or opinion of counsel, as the case may be, as required by Section 2.13(a) hereof; (iii) execution by the Receiptholder of the transfer form attached to the Subscription Receipt Certificate and surrender of the Subscription Receipt Certificate; and (iiiv) such reasonable requirements as the Subscription Receipt Escrow Agent may prescribe, and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Escrow Agent.; (b) The Corporation CGI and the Subscription Receipt Escrow Agent shall will deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation CGI nor the Subscription Receipt Escrow Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date Effective Time and the Termination Date Time (subject to settlement). (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder holder of a Subscription Receipt shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either the issue and delivery of Common Class A Shares and by the payment Escrow Agent in satisfaction of any Dividend Equivalent Payment, as provided the rights in Section 3.2, Article 5 or the return of the Escrowed Subscription Funds together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, or the payment of the Subscription Price and such Receiptholder’s pro rata portion of the aggregate of any Earned Interest, if any (less any applicable withholding taxes) to but excluding the Refund Date as provided in Section 3.3soon as practicable, all in accordance with the terms and conditions herein containedherein, shall discharge all responsibilities of the Corporation CGI and the Subscription Receipt Escrow Agent with respect to such Subscription Receipts and neither the Corporation CGI nor the Subscription Receipt Escrow Agent shall be bound to inquire into the title of a Receiptholder or holder of a transferee of Subscription Receipts Receipt who surrenders a Subscription Receipt Certificate. (e) If less than all Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. (f) Without limitation, signatures must be guaranteed by an authorized officer of a Canadian chartered bank (Schedule I) or of a major Canadian trust company or by a medallion signature guarantee from a member of a recognized Medallion Signature Guarantee Program. (g) The Escrow Agent shall have no duty to determine compliance of the transferor or transferee of Subscription Receipts with applicable securities laws.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section Subsection 2.13(d), Section 2.14, ) and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however. However, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices Office by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated OfficesOffice and upon compliance with Section 2.15, the Corporation shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transfereetransferee and register such transfer in accordance with Section 2.4. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe, and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b) The Corporation and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt Receipts as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 4:30 p.m. (local Calgary time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts on the register of holders of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2Section 2.4, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdictionjurisdiction or may recognize the transfer upon receipt of evidence of compliance with applicable securities laws in form and substance satisfactory to it. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either the issue and delivery of Common Shares and the payment of any applicable Dividend Equivalent Payment, less applicable withholding taxes, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, or the payment of the Subscription Price and such Receiptholderthe holder’s pro rata portion share of the aggregate of any Earned Interest, less applicable withholding taxes, as provided in Section 3.3, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section Sections 2.13(d), Section 2.14, ) and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however. However, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated OfficesOffices and upon compliance with Section 2.15, the Corporation Trust shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Escrow Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Escrow Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Escrow Agent or the Corporation Trust for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Escrow Agent may prescribe, and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Escrow Agent. (b) The Corporation Trust and the Subscription Receipt Escrow Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation Trust nor the Subscription Receipt Escrow Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 4:30 p.m. (local Calgary time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Escrow Agent shall promptly advise the Corporation Trust of any requested transfer of Subscription Receipts. The Corporation Trust shall be entitled, and may direct the Subscription Receipt Escrow Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either the issue and delivery of Common Shares Units and the payment of any Dividend Equivalent applicable Acquisition Payment, less applicable withholding taxes, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable3.3, or the payment of the Subscription Price and such Receiptholder’s pro rata portion of the aggregate of any Earned Interest, less applicable withholding taxes, as provided in Section 3.33.4, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation Trust and the Subscription Receipt Escrow Agent with respect to such Subscription Receipts and neither the Corporation Trust nor the Subscription Receipt Escrow Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section Sections 2.13(d), Section 2.14, ) and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however. However, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated OfficesOffices and upon compliance with Section 2.15, the Corporation Trust shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Escrow Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Escrow Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Escrow Agent or the Corporation Trust for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Escrow Agent may prescribe, and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Escrow Agent. (b) The Corporation Trust and the Subscription Receipt Escrow Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation Trust nor the Subscription Receipt Escrow Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local Calgary time) at the Designated Office, on the earlier to occur of the Northeast Alberta Acquisition Closing Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Escrow Agent shall promptly advise the Corporation Trust of any requested transfer of Subscription Receipts. The Corporation Trust shall be entitled, and may direct the Subscription Receipt Escrow Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either the issue and delivery of Common Shares Units and the payment of any Dividend Equivalent applicable Acquisition Payment, less applicable withholding taxes, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable3.3, or the payment of the Subscription Price and such Receiptholder’s pro rata portion of the aggregate of any Earned Interest, less applicable withholding taxes, as provided in Section 3.33.4, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation Trust and the Subscription Receipt Escrow Agent with respect to such Subscription Receipts and neither the Corporation Trust nor the Subscription Receipt Escrow Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(d), Section 2.14, and Section 2.15, and, in the case of Subscription Receipts sold in the United States, Section 2.16, there are no restrictions on the transfer of the Subscription Receipts; however, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated Offices, the Corporation shall in the case of Subscription Receipt Certificates, issue and the Subscription Receipt Agent shall Authenticate and deliver, in accordance with its Internal Procedures, a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however, notwithstanding the foregoing provisions of this Section 2.13(a), Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe, and all such transfers shall be duly noted in the register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b) The Corporation and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction, or, in the case of Subscription Receipts sold in the United States, the transfer restrictions in Section 2.16. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth herein. Either the issue and delivery of Common Shares and the payment of any Dividend Equivalent Payment, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, or the payment of the Subscription Price and such Receiptholder’s pro rata portion of the aggregate of any Earned Interest, as provided in Section 3.3, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(d), Section 2.14, 2.15(d) and Section 2.152.16, there are no restrictions on the transfer of the Subscription Receipts; however, the . The Subscription Receipts may only be transferred on the register kept at one of the Designated Offices by the holder Receiptholder or his such Receiptholder’s legal representatives or his attorney duly appointed by an instrument in writing: writing (i) in the case of a Subscription Receipt Certificate, by surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates Certificate representing the Subscription Receipts to be transferred; , and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated Offices, the Corporation shall shall, in the case of a Subscription Receipt CertificatesCertificate, issue and thereupon the Subscription Receipt Agent shall Authenticate and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and and, in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit of Subscription Receipts in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the a Subscription Receipt Certificate(s) Certificate so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his such Receiptholder’s name evidencing the Subscription Receipts not transferred; however, provided that, notwithstanding the foregoing provisions of this Section 2.13(a2.15(a), Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or and/or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe, and all such transfers shall be duly noted in the register for Subscription Receipts maintained pursuant to Section 2.4 2.6 by the Subscription Receipt Agent. (b) The Corporation and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any securities regulatory authority having jurisdictionauthority, including any stock exchange. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.142.16, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth herein. Either (i) the issue and delivery of Common Shares and the payment of any Dividend Equivalent Payment, as provided Payment owing in respect the Subscription Receipts in accordance with Section 2.3(a) pursuant to Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, or (ii) the payment of the Subscription Price and such Receiptholder’s pro rata portion in respect of the aggregate Subscription Receipts and the unpaid Dividend Equivalent Payment owing in respect the Subscription Receipts in accordance with Section 2.3(b) or Pro Rata Portion of any Earned InterestInterest on the Escrowed Funds owing in respect the Subscription Receipts in accordance with Section 2.4, as provided in applicable, pursuant to Section 3.3, all in accordance with the terms and conditions herein containedcontained herein, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(d), Section 2.14, 2.14(d) and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated Offices, the Corporation shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however, notwithstanding the foregoing provisions of this Section 2.13(a2.14(a), Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe, and all such transfers shall be duly noted in the register for Subscription Receipts maintained pursuant to Section 2.4 2.5 by the Subscription Receipt Agent. (b) The Corporation and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.142.15, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth herein. Either the issue and delivery of Common Shares and the payment of any Dividend Equivalent Payment, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, or the payment of the Subscription Price and such Receiptholder’s pro rata portion of the aggregate of any Earned Interestapplicable unpaid Dividend Equivalent Payment, as provided in Section 3.3, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section Sections 2.13(d), Section 2.13(f) and 2.14, and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however. However, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated OfficesOffices and upon compliance with Section 2.14, the Corporation shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe, and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b) The Corporation and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local time) at the Designated OfficeOffices, on the earlier to occur of the Acquisition Closing Date Time and the Termination Date Time (subject to settlement). (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either the issue and delivery of Common Shares and the payment of any applicable Dividend Equivalent PaymentAmount, less applicable withholding taxes as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable3.3, or the payment of the Subscription Price and such Receiptholderthe holder’s pro rata portion entitlement of the aggregate of any Earned Interest, less applicable withholding taxes, as provided in Section 3.33.5, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(d), Section 2.14, and Section 2.15, there There are no restrictions on the transfer of the Subscription Receipts; however. However, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices by the holder Receiptholder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated OfficesOffices and upon compliance with Section 2.16, the Corporation shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) the satisfaction of such reasonable requirements as the Subscription Receipt Agent may prescribe, and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b) The Corporation and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at the Designated Offices at 5:00 p.m. (local Calgary time) at the Designated Office), on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement). Trades setting after the Acquisition Date shall be completed by the delivery of Common Shares. (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either the issue and delivery of Common Shares and the payment of any Dividend Equivalent PaymentShares, less applicable withholding taxes as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable3.3, or the payment of the Subscription Price and such Receiptholderthe holder’s pro rata portion entitlement of the aggregate of any Earned Interest, less applicable withholding taxes, as provided in Section 3.33.5, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(dSections 2.14(d), Section 2.14, and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated Offices, the Corporation shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Escrow Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however, notwithstanding the foregoing provisions of this Section 2.13(a2.14(a), Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Escrow Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Escrow Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Escrow Agent may prescribe, and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Escrow Agent. (b) The Corporation and the Subscription Receipt Escrow Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Escrow Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Escrow Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Escrow Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either the issue and delivery of Common Shares and plus the payment of any Dividend Equivalent PaymentAmount, less any applicable withholding taxes, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, or the payment of the Subscription Price and such Receiptholder’s a pro rata portion share of the aggregate of Earned Interest (excluding any Earned Interestinterest accrued on the Escrowed Underwriters’ Fee), less any applicable withholding taxes, as provided in Section 3.3, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Escrow Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Escrow Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(d), Section 2.14, and Section 2.15, there There are no restrictions on the transfer of the Subscription Receipts; however. However, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices by the holder Receiptholder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated OfficesOffices and upon compliance with this Section 2.14, the Corporation shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will or confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of Uncertificated Subscription Receipts of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) or Uncertificated Subscription Receipts so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate or electronically deposited Uncertificated Subscription Receipts registered in his name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe, and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b) The Corporation and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner Beneficial Owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local time) at the Designated OfficeOffices, on the earlier to occur of the Acquisition Closing Disposition Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either the issue and delivery of Common Shares and the payment of any Dividend Equivalent Payment, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, or the payment of the Subscription Price and such Receiptholder’s the holder's pro rata portion entitlement of the aggregate of any Earned Interest, less applicable withholding taxes, as provided in Section 3.3Subsection 3.4(b), all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt CertificateCertificate or Uncertificated Subscription Receipt.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(d), Section 2.14, and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however, the The Subscription Receipts may only be transferred on the register kept at one of the Designated Offices Office by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate. Subject to Subsection 2.12(d), surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon upon surrender for registration of transfer of Subscription Receipts at one of the Designated OfficesOffice, the Corporation Mongoose shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Escrow Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Escrow Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent Mongoose or the Corporation Escrow Agent for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Escrow Agent may prescribe, and all such transfers shall be duly noted in such register by the register for Escrow Agent. All transfers of Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agentshall be made in accordance with applicable securities law. (b) The Corporation and the Subscription Receipt Escrow Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation Mongoose nor the Subscription Receipt Escrow Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 4:30 p.m. (local Toronto time) at the Designated Office, on the earlier to occur of the Acquisition Closing Conversion Date and the Termination Date (subject to settlement). Trades settled after the Conversion Date will be completed by the delivery of FT Common Shares. (d) The Subscription Receipt Escrow Agent shall promptly advise the Corporation Mongoose of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Escrow Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either the issue and delivery of FT Common Shares and the payment of any Dividend Equivalent Payment, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, 3.1(a) or the payment of the Subscription Issue Price and such Receiptholder’s pro rata portion of the aggregate of any Earned Interest, less applicable withholding taxes, as provided in Section 3.3, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation Mongoose and the Subscription Receipt Escrow Agent with respect to such Subscription Receipts and neither the Corporation Mongoose nor the Subscription Receipt Escrow Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(d), Section 2.14, The Receipt Agent shall keep at its Designated Office a register: (i) in which shall be entered the names and Section 2.15, there are no restrictions on the transfer addresses of Receiptholders and particulars of the Subscription ReceiptsReceipts held by them; however, and (ii) in which all transfers of Subscription Receipts and the date and other particulars of each transfer shall be entered. This register shall at all reasonable times be open for inspection by the Receiptholders. (b) A Receiptholder may at any time and from time to time have the Subscription Receipts represented by a Subscription Receipt Certificate transferred at the place at which the register of transfers is kept pursuant to the provisions of this Section 2.10. The Subscription Receipts may only be transferred on in accordance with applicable laws and, upon compliance with the register kept at one of the Designated Offices conditions herein, by the holder Receiptholder or his its legal representatives representative or his its attorney duly appointed by an instrument in writing: (i) , in form and execution satisfactory to the case Company and the Receipt Agent, upon compliance with such reasonable requirements as the Receipt Agent may prescribe, which may include, without limitation, the provision of a legal opinion, reasonably satisfactory, to the Company and the Receipt Agent to the effect that the securities laws of the applicable jurisdiction(s) have been complied with in relation to the transfer of the Subscription Receipts, and shall be valid only if entered on the register of transfers kept at the Designated Office. Upon execution by the Receiptholder and its transferee of the transfer form and form of acknowledgement and direction attached to the Subscription Receipt Certificate as Appendix “A” and “B”, respectively, and surrender of the Subscription Receipt Certificate, surrendering and upon compliance with the reasonable requirements as the Receipt Agent has prescribed, including the legal opinion referred to above, such transfer shall be duly noted on the register by the Receipt Agent. The Company shall issue, and the Receipt Agent shall countersign, a Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates Certificate representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated Offices, the Corporation shall in the case of Subscription Receipt Certificates, issue and the Subscription Receipt Agent shall Authenticate and deliver, in accordance with its Internal Procedures, a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and so transferred registered in the name of the designated transfereetransferee or as the transferee directs. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his its name evidencing the Subscription Receipts not transferred; however. Without limitation, notwithstanding signatures must be guaranteed by an authorized officer of a Canadian chartered bank (Schedule I) or by a medallion signature guarantee from a member of a recognized Securities Transfer Association Medallion Program. The Receipt Agent shall have no duty to determine compliance by the foregoing provisions transferor or transferee of this Section 2.13(a), Subscription Receipts with applicable securities laws. Subscription Receipts shall only be transferred upon: (i) upon payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of order to complete such transfer; and. (iic) such reasonable requirements as The Company and the Subscription Receipt Agent may prescribe, and all such transfers shall be duly noted in the register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b) The Corporation and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt Receiptholder as the beneficial absolute holder and owner thereof for all purposes and neither the Corporation nor Company and the Subscription Receipt Agent shall not be affected or bound by any notice to the contrary, except where the Company and the Receipt Agent are required to take notice by statute or by order of a court of competent jurisdiction. Subject to any Applicable Legislation to the contrary, the Receipt Agent shall not be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Subscription Receipt, and may transfer any Subscription Receipt on the direction of the Receiptholder, whether named as trustee or otherwise, as though that person were the beneficial owner of the Subscription Receipt. (cd) A Receiptholder shall be entitled to the rights evidenced by its Subscription Receipt Certificate free from all equities or rights of set off or counterclaim between the Company and any original or any intermediate holder thereof and all persons may act accordingly and the receipt by any such Receiptholder of the Resulting Issuer Shares issued pursuant to the Receiptholder’s Issuance Right, or of the Issue Price and the Receiptholder’s pro rata entitlement to the Earned Interest on the Escrowed Funds payable pursuant to the Receiptholder’s Refund Right, as the case may be, as the Receiptholder is entitled and as may be delivered pursuant to the terms hereof, shall be a good discharge to the Company, Kitrinor, the Resulting Issuer and the Receipt Agent for such Resulting Issuer Shares issued pursuant to the Receiptholder’s Issuance Right, or Issue Price and the Receiptholder’s pro rata entitlement to the Earned Interest on the Escrowed Funds payable pursuant to the Receiptholder’s Refund Right, as the case may be, and neither the Company, Kitrinor, the Resulting Issuer nor the Receipt Agent shall be bound to inquire into the title of any such holder except where the Company, Kitrinor, the Resulting Issuer or the Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction. (e) The Receipt Agent shall not, and the Company may direct the Receipt Agent to not, register a transfer of Subscription Receipts if the Receipt Agent or the Company, as the case may be, determines that the transferee is a U.S. Person, is a person in the United States or is acquiring the Subscription Receipts evidenced thereby for the account or benefit of a U.S. Person or a person in the United States. For this purpose, the Receipt Agent and the Company may conclusively act and rely on the address of the transferee and the representation on the form of acknowledgement and direction in making such determination. (f) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local Toronto time) at the Designated Office, on the earlier to occur of of: (i) the Acquisition Closing Date Termination Date; and (ii) the Notice Date, provided that, the Receipt Agent shall not be responsible for closing the register unless and until the Receipt Agent has received notice from the Company and the Agents setting out the Termination Date (subject to settlement). (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdictionNotice and Direction setting out the Notice Date. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth herein. Either the issue and delivery of Common Shares and the payment of any Dividend Equivalent Payment, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, or the payment of the Subscription Price and such Receiptholder’s pro rata portion of the aggregate of any Earned Interest, as provided in Section 3.3, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(d), Section 2.14, and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however, the The Subscription Receipts may only be transferred on the register kept at one of the Designated Offices Subscription Receipt Agency by the holder or his its legal representatives or his its attorney duly appointed by an instrument in writing: writing in form and execution satisfactory to the Subscription Receipt Agent, upon (i1) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates Certificate(s) representing the Subscription Receipts to be transferredtransferred together with a duly executed form of transfer (in the form attached to the Subscription Receipt Certificates); and (ii2) in the case of Uncertificated Subscription Receipts, in accordance with procedures Internal Procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated Offices, the Corporation shall in the case of Subscription Receipt Certificates, issue and the Subscription Receipt Agent shall Authenticate and deliver, in accordance with its Internal Procedures, a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(sAgent; and (3) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however, notwithstanding the foregoing provisions of this Section 2.13(a), Subscription Receipts shall only be transferred uponupon compliance with: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; andconditions herein; (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe, ; and (iii) all applicable securities legislation and all requirements of regulatory authorities as confirmed by the transferor and transferee by their execution of the transfer form attached to the Subscription Receipt Certificate; and such transfers transfer shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b) The Corporation and . Upon compliance with such requirements, the Subscription Receipt Agent shall deem and treat issue to the registered owner transferee of any a Certificated Subscription Receipt, a Subscription Receipt as Certificate, and to the beneficial owner thereof for all purposes transferee of an Uncertificated Subscription Receipt, an Uncertificated Subscription Receipt (or it shall Authenticate and neither the Corporation nor deliver a Certificated Subscription Receipt instead, upon request), representing the Subscription Receipt Agent shall be affected by any notice to the contraryReceipts transferred. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (eb) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a the Subscription Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth herein. Either Receipt, and the issue and delivery of Common Shares and Underlying Units by the payment Company upon the conversion of any Dividend Equivalent Payment, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, or the payment of the Subscription Price and such Receiptholder’s pro rata portion of the aggregate of any Earned Interest, as provided in Section 3.3, all Receipts in accordance with the terms and conditions herein contained, contained shall discharge all responsibilities of the Corporation Company and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation Company nor the Subscription Receipt Agent shall be bound to inquire into the title of any such holder. (c) The Subscription Receipt Agent understands and acknowledges that the Subscription Receipts and the Underlying Units issuable upon conversion of the Subscription Receipts have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States and may only be offered, sold, pledged, or otherwise transferred, directly or indirectly, only (A) to the Company, or (B) outside the United States to non-U.S. Persons in accordance with an applicable exemption under the U.S. Securities Act and in accordance with local laws and regulations, unless a Receiptholder or registration statement has been declared effective by the SEC is available for the resale of such securities. (d) The Subscription Receipt Agent will not, and the Company may direct the Subscription Receipt Agent to not, register a transferee transfer of Subscription Receipts who surrenders a if the Subscription Receipt CertificateAgent or the Company, as the case may be, determines that the transferee is a U.S. Person or a person in the United States or is acquiring the Subscription Receipts evidenced thereby for the account or benefit of a U.S. Person or a person in the United States. For this purpose, the Subscription Receipt Agent and the Company may conclusively act and rely on the address of the transferee and the representation on the form of acknowledgement and direction in making such determination.

Transfer and Ownership of Subscription Receipts. (a1) Subject to Section 2.13(d), Section 2.14, and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however, the The Subscription Receipts may only be transferred on the register kept at one the Designated Office of the Designated Offices Subscription Receipt Agent by the holder or his its legal representatives or his its attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering writing and subject to the Subscription Receipt Agent at provisions of this Agreement and in compliance with applicable laws (including Canadian securities laws) and the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts legend set forth in Section 2.1(3). Subject to be transferred; and (ii) in the case of Uncertificated Subscription ReceiptsSection 2.15(2), in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon upon surrender for registration of transfer of Subscription Receipts Receipt Certificates together with a security transfer form acceptable to the Subscription Receipt Agent and the Corporation (each acting reasonably) at one the Designated Office of the Designated OfficesSubscription Receipt Agent, the Corporation shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his its name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, Subscription Receipts shall only be transferred upon: (ia) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation Corporation, as applicable, for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; (b) compliance with all applicable securities laws and the requirements of any applicable securities regulatory authorities and stock exchanges; (c) compliance with all requirements of any legends affixed to a Subscription Receipt Certificate; and (iid) such reasonable requirements as the Subscription Receipt Agent may prescribe, ; and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b2) The Corporation and the Subscription Receipt Agent shall will deem and treat the registered owner holder of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice or knowledge to the contrary. (c3) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local Eastern time) at the Designated Office, on the earlier to occur of the Acquisition Closing Release Date and the Termination Date (subject to settlement). Trades settling after the Release Date will be completed by the delivery of Underlying Common Shares and trades settled after the Termination Date will be completed by the delivery of the payment set out in Section 3.5 hereof. (d4) The Subscription Receipt Agent shall will promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall will be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction, including, for greater certainty, the TSX, or would be contrary to the terms of this Agreement. (e5) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14laws (including applicable securities laws), a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either (a) the issue and delivery of Underlying Common Shares and the payment of any Dividend Equivalent PaymentShares, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable3.3, or (b) the payment of the Subscription Price and such Receiptholder’s a pro rata portion of the aggregate share of any Earned Interest, less applicable withholding taxes, as provided in Section 3.33.5, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate. (6) Without limitation, signatures of Receiptholders on security transfer forms delivered to the Subscription Receipt Agent pursuant to this Section 2.14 must be guaranteed by an authorized officer of a Canadian chartered bank listed in Schedule I of the Bank Act (Canada) or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(d), Section 2.14, and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however, the The Subscription Receipts may only be transferred on the register kept at one of the Designated Offices Subscription Receipt Agent’s Office by the holder or his its legal representatives or his its attorney duly appointed by an instrument in writingwriting in form and execution satisfactory to the Subscription Receipt Agent, upon: (i1) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates Certificate(s) representing the Subscription Receipts to be transferredtransferred together with a duly executed form of transfer (in the form attached to the Subscription Receipt Certificates); and (ii2) in the case of Uncertificated Subscription Receipts, in accordance with procedures Internal Procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated Offices, the Corporation shall in the case of Subscription Receipt Certificates, issue and the Subscription Receipt Agent shall Authenticate and deliver, in accordance with its Internal Procedures, a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(sAgent; and (3) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however, notwithstanding the foregoing provisions of this Section 2.13(a), Subscription Receipts shall only be transferred uponupon compliance with: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; andconditions herein; (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe; and (iii) all applicable securities legislation and requirements of regulatory authorities as confirmed by the transferor and transferee by their execution of the transfer form attached to the Subscription Receipt Certificate, and all such transfers transfer shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of a Certificated Subscription Receipt, a new Subscription Receipt Certificate, and to the transferee of an Uncertificated Subscription Receipt, an Uncertificated Subscription Receipt (or it shall Authenticate and deliver a Certificated Subscription Receipt instead, upon request), representing the Subscription Receipts transferred and the transferee of a book entry Subscription Receipt shall be recorded through the relevant Participant in accordance with the book entry registration system as the entitlement holder in respect of such Subscription Receipts. Transfers within the systems of the Depositary are not the responsibility of the Subscription Receipt Agent and will not be noted on the register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b) The Subscription Receipts and Common Shares issuable upon conversion thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. If a Subscription Receipt Certificate tendered for transfer bears the legend set forth in Section 2.14(b), the Subscription Receipt Agent shall not register such transfer unless the transferor has provided the Subscription Receipt Agent with the Subscription Receipt Certificate and (A) the transfer is made to the Corporation, (B) the transfer is made outside the United States in accordance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations and a declaration to the effect set forth in Schedule "B" to this Agreement (or in such other form as the Corporation may from time to time prescribe) and, if requested by the Corporation or the Subscription Receipt Agent, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Subscription Receipt Agent shall deem and treat to the registered owner effect that such sale is being made in compliance with Rule 904 of any Regulation S, is delivered to the Subscription Receipt as the beneficial owner thereof for all purposes and neither Agent, (C) a registration statement of the Corporation nor has been declared effective under the U.S. Securities Act and is available for the transfer of such Subscription Receipts, (D) the transfer is made in compliance with the exemption from registration under the U.S. Securities Act, including Rule 144 or Rule 144A thereunder, if available, and, in each case, in compliance with applicable state securities laws and the holder of the Subscription Receipts has furnished to the Corporation an opinion of counsel of recognized standing or other evidence in form and substance reasonably satisfactory to the Corporation to such effect or (E) the transfer is made in a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, and the holder of the Subscription Receipts has furnished to the Corporation an opinion of counsel of recognized standing or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. The Subscription Receipt Agent shall be affected by entitled to request any notice to other documents that it may require in accordance with its internal policies for the contraryremoval of the legend set forth above. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a the Subscription Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth herein. Either Receipt, and the issue and delivery of Common Shares and by the payment Corporation upon the conversion of any Dividend Equivalent Payment, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, or the payment of the Subscription Price and such Receiptholder’s pro rata portion of the aggregate of any Earned Interest, as provided in Section 3.3, all Receipts in accordance with the terms and conditions herein contained, contained shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder any such holder. (d) Subject to applicable law, neither the Corporation nor the Subscription Receipt Agent will be bound to take notice of or a transferee see to the execution of any trust, whether express, implied or constructive, in respect of any Subscription Receipt. (e) Upon any transfer of Subscription Receipts who surrenders a in accordance with the provisions of this Agreement, the Corporation shall covenant and agree with the Subscription Receipt CertificateAgent, on behalf of the transferee holder and with the transferee holder, that the transferee holder is a permitted assignee of the transferring holder and is entitled to the benefits of the covenant and agreement of the Corporation set forth in Section 4.9 and to be set forth under the heading "Contractual Right of Rescission" in the Final Qualification Prospectus (if any such prospectus is filed with the Securities Regulators) subject, in each case, to the restrictions and limitations described thereunder. Should a holder of Subscription Receipts exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Subscription Receipt Agent shall not be responsible for ensuring the Subscription Receipts or the conversion of Subscription Receipts is cancelled and a refund of the holder’s funds is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation shall instruct the Subscription Receipt Agent in writing to cancel the Subscription Receipts or conversion transaction and to cause the cancellation of any Common Shares on the appropriate register, which may have already been issued upon the Subscription Receipt exercise.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(d), Section 2.14, The Subscription Receipt Trustee will keep at its Designated Office a register in which it will enter and Section 2.15, there are no restrictions on record: (i) the transfer names and addresses of Receiptholders and particulars of the Subscription ReceiptsReceipts held by them; however, and (ii) all transfers of Subscription Receipts and the date and other particulars of each transfer (the "REGISTER"). This Register is to be at all reasonable times during the regular business hours of the Subscription Receipt Trustee open for inspection by the Receiptholders. The Subscription Receipts may only be transferred on the register kept at one of the Designated Offices Register by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one the Designated Office of the Designated OfficesSubscription Receipt Trustee, the Corporation shall in the case of Subscription Receipt Certificates, will issue and thereupon the Subscription Receipt Agent shall Authenticate Trustee will certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the a Subscription Receipt Certificate(s) Certificate so surrendered are transferred, the transferor shall be is entitled to receive, in the same manner, a one or more new Subscription Receipt Certificate Certificates registered in his name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions foregoing, the Subscription Receipt Trustee and the Corporation will cause a transfer of this Section 2.13(a), Subscription Receipts shall to be entered and recorded on the Register only be transferred upon: (i) payment to the Subscription Receipt Agent Trustee of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent Trustee or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; (ii) if the Subscription Receipt Certificate tendered for transfer bears the legend set forth in Section 2.2(a) or 2.2(b), the transfer restrictions set forth in such legend shall be complied with; and (iiiii) such reasonable requirements as the Subscription Receipt Agent Trustee may prescribe, and in which case, the Subscription Receipt Trustee will duly note all such transfers shall be duly noted in such Register and, within three Business Days thereafter, the register for Subscription Receipts maintained pursuant to Section 2.4 by Corporation and the Subscription Receipt AgentTrustee will sign a Subscription Receipt Certificate representing the transferred Subscription Receipts registered in the name of the transferee, as holder, and cause such certificate to be sent to the such holder at the address shown in the Register. (b) The Corporation and the Subscription Receipt Agent shall Trustee may deem and treat the registered owner holder of any Subscription Receipt Certificate or, in the case of a transferee who has surrendered a Subscription Receipt Certificate in accordance with and as contemplated in this Section 2.10, such transferee, as the beneficial absolute owner thereof of the Subscription Receipt represented thereby for all purposes purposes, and neither the Corporation and the Subscription Receipt Trustee are not affected by any notice or knowledge to the contrary except where the Corporation or the Subscription Receipt Trustee is required to take notice by statute or by order of a court of competent jurisdiction. (c) Neither the Corporation nor the Subscription Receipt Agent shall be affected Trustee is bound to inquire into the title of a Receiptholder who surrenders a Subscription Receipt Certificate hereunder, or otherwise, except where the Corporation or the Subscription Receipt Trustee is required to take notice by any notice to the contrary.statute or by order of a court of competent jurisdiction; (cd) The transfer register Register in respect of Subscription Receipts shall will be closed at 5:00 p.m. (local Calgary time) at the Designated Office, on the earlier to occur of the Acquisition Closing Exchange Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder shall be is entitled to the rights and privileges attaching to the Subscription Receipts as expressly free from all equities or rights of set forth hereinoff or counterclaim between the Corporation and the original or any intermediate holder thereof. Either the issue and The delivery of Common ACOR Shares and by the payment Subscription Receipt Trustee in satisfaction of any Dividend Equivalent Paymentthe Issuance Right or, as provided in Section 3.2satisfaction of the Refund Right, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, or the payment of the Issue Price per Subscription Price and such Receiptholder’s pro rata portion of Receipt together with interest earned thereon to but not including the aggregate of any Earned Interest, Refund Date as provided in Section 3.3soon as practicable, all in accordance with the terms and conditions herein containedherein, shall will discharge all responsibilities of the Corporation and the Subscription Receipt Agent Trustee with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall Trustee will be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section Sections 2.13(d), Section 2.14, 2.14 and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however. However, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices Office by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated OfficesOffice and upon compliance with Sections 2.14 and 2.15, the Corporation Trust shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation Trust for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe, and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b) The Corporation Trust and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation Trust nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local Calgary time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Agent shall promptly advise the Corporation Trust of any requested transfer of Subscription Receipts. The Corporation Trust shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either the issue and delivery of Common Shares Trust Units and the payment of any Dividend Equivalent the Earned Interest and applicable Acquisition Payment, each less applicable withholding taxes, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable3.3, or the payment of the Subscription Price and such Receiptholder’s pro rata portion of the aggregate of any Earned Interest, each less applicable withholding taxes, as provided in Section 3.33.5, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation Trust and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation Trust nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate. GLOBAL SUBSCRIPTION RECEIPT (a) Unless the Book-Entry Only System is terminated, Subscription Receipt Certificates will only be issued in the form of one or more Global Subscription Receipt certificates, which will be registered in the name of and deposited with CDS (or its nominee). (b) Unless the Book-Entry Only System is terminated, owners of the beneficial interests in the Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement except in circumstances where CDS resigns or is removed from its responsibility and the Subscription Receipt Agent is unable or does not wish to locate a qualified successor. Beneficial interests in the Global Subscription Receipt will be represented only through the Book-Entry Only System. Transfers of Subscription Receipts between CDS participants shall occur in accordance with CDS' rules and procedures. The Trust and the Subscription Receipt Agent shall not have any responsibility or liability for any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies. (c) All references herein to actions by, notices given or payments made to Receiptholders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by holders of Subscription Receipts acting through CDS and the CDS participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The rights of a Receiptholder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the CDS participants and shall be limited to those established by law and agreements between such holders and CDS and the CDS participants upon instructions from the CDS participants. Each of the Subscription Receipt Agent and the Trust may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. (d) For so long as Subscription Receipts are held through CDS, if any notice or other communication is required to be given to Receiptholders, the Subscription Receipt Agent will give such notices and communications to CDS. (e) If CDS resigns or is removed from its responsibility as depository and the Subscription Receipt Agent is unable or does not wish to locate a qualified successor, CDS shall surrender the Global Subscription Receipts to the Subscription Receipt Agent with instructions for registration of Subscription Receipts in the name and in the amount specified by CDS and the Trust shall issue and the Subscription Receipt Agent shall certify and deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section Sections 2.13(d), Section 2.14, ) and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however. However, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices Office by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated OfficesOffice and upon compliance with Section 2.15, the Corporation Trust shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Escrow Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Escrow Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Escrow Agent or the Corporation Trust for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Escrow Agent may prescribe, and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Escrow Agent. (b) The Corporation Trust and the Subscription Receipt Escrow Agent shall deem and treat the registered owner of any Subscription Receipt Receipts as the beneficial owner thereof for all purposes and neither the Corporation Trust nor the Subscription Receipt Escrow Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local Calgary time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Escrow Agent shall promptly advise the Corporation Trust of any requested transfer of Subscription Receipts. The Corporation Trust shall be entitled, and may direct the Subscription Receipt Escrow Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either the issue and delivery of Common Shares Units and the payment of any Dividend Equivalent applicable Acquisition Payment, less applicable withholding taxes, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable3.3, or the payment of the Subscription Price and such Receiptholder’s pro rata portion of the aggregate of any Earned Interest, less applicable withholding taxes, as provided in Section 3.33.4, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation Trust and the Subscription Receipt Escrow Agent with respect to such Subscription Receipts and neither the Corporation Trust nor the Subscription Receipt Escrow Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(d), Section 2.14, Subsection 2.14(d) and Section 2.152.16 (which sets forth transfer restrictions applicable to Subscription Receipts originally sold to Qualified Institutional Buyers in the United States pursuant to Rule 144A), there are no restrictions on the transfer of the Subscription Receipts; however. However, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices Office by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts together with a security transfer form acceptable to the Subscription Receipt Agent and the Corporation (each acting reasonably) at one of the Designated OfficesOffice and upon compliance with Section 2.16, if applicable, the Corporation shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transfereetransferee and register such transfer in accordance with Section 2.5. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; (ii) compliance with all applicable securities laws and the requirements of any applicable securities regulatory authorities and stock exchanges; (iii) compliance with all requirements of any legends affixed to a Subscription Receipt Certificate; and (iiiv) such reasonable requirements as the Subscription Receipt Agent may prescribe, ; and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b) The Corporation and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt Receipts as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local Montréal time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement). Trades settling after the Acquisition Closing Date will be completed by the delivery of underlying Common Shares and trades settled after the Termination Date will be completed by the delivery of the payment set out in Section 3.3 hereof. (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts on the register of holders of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2Section 2.5, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction, including, for greater certainty, the Exchange, or would be contrary to the terms of this Agreement or may recognize the transfer upon receipt of evidence of compliance with applicable securities laws in form and substance satisfactory to it. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either the issue and delivery of Common Shares and the payment of any applicable Dividend Equivalent Payment, Payment as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, or the payment of the Subscription Price and such Receiptholder’s the holder's pro rata portion share of the aggregate of any Earned Interest, less applicable withholding taxes, as provided in Section 3.3, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate. (f) Without limitation, signatures of Receiptholders on security transfer forms delivered to the Subscription Receipt Agent pursuant to this Section 2.14 must be guaranteed by an authorized officer of a Canadian chartered bank listed in Schedule I of the Bank Act (Canada) or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section As detailed in Subsection 2.13(d), Section 2.14, 2.14 and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however, the . The Subscription Receipts may only be transferred on the register kept at one of the Designated Offices Office by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) writing in the case of a Subscription Receipt Certificate, surrendering form and execution satisfactory to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only SystemAgent. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated OfficesOffice and upon compliance with Section 2.14 and Section 2.15, the Corporation shall in the case of Subscription Receipt Certificates, make corresponding DRS entries or issue and thereupon the Subscription Receipt Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transfereetransferee and register such transfer in accordance with Section 2.4. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a revised DRS entry or new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe, and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b) The Corporation and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt Receipts as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 4:30 p.m. (local Calgary time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts on the register of holders of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2Section 2.4, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdictionjurisdiction or may recognize the transfer upon receipt of evidence of compliance with applicable securities laws in form and substance satisfactory to it. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either the issue and delivery of Common Shares and the payment of any Dividend Equivalent PaymentShares, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, or the payment of the Subscription Price and such Receiptholderthe holder’s pro rata portion share of the aggregate of any Earned Interest, less applicable withholding taxes, as provided in Section 3.3, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt CertificateReceipts.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(dSections 2.14(d), Section 2.14, and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated Offices, the Corporation shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If , if less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however, notwithstanding the foregoing provisions of this Section 2.13(a2.14(a), Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe, and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b) The Corporation and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local time) at the Designated Office, on the earlier to occur of the Acquisition Arrangement Closing Date and the Termination Date (subject to settlement). (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either the issue and delivery of Common Shares and the payment of any Dividend Equivalent Payment, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicableShares, or the payment of the Subscription Price and such Receiptholder’s a pro rata portion share of the aggregate of Earned interest (excluding any Earned Interestinterest accrued on the Escrowed Agent’s Fee), less any applicable withholding taxes, as provided in Section 3.3, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(d), Section 2.14, and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however, the The Subscription Receipts may only be transferred on the register kept at one of the Designated Offices Office by the holder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate. Subject to Subsection 2.12(d), surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon upon surrender for registration of transfer of Subscription Receipts at one of the Designated OfficesOffice, the Corporation Spark shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Escrow Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Escrow Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent Spark or the Corporation Escrow Agent for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Escrow Agent may prescribe, and all such transfers shall be duly noted in such register by the register for Escrow Agent. All transfers of Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agentshall be made in accordance with applicable securities law. (b) The Corporation and the Subscription Receipt Escrow Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation Spark nor the Subscription Receipt Escrow Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 4:30 p.m. (local Toronto time) at the Designated Office, on the earlier to occur of the Acquisition Closing Conversion Date and the Termination Date (subject to settlement). Trades settled after the Conversion Date will be completed by the delivery of Common Shares. (d) The Subscription Receipt Escrow Agent shall promptly advise the Corporation Spark of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Escrow Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either the issue and delivery of Common Shares and the payment of any Dividend Equivalent Payment, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable, 3.1(a) or the payment of the Subscription Issue Price and such Receiptholder’s pro rata portion of the aggregate of any Earned Interest, less applicable withholding taxes, as provided in Section 3.3, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation Spark and the Subscription Receipt Escrow Agent with respect to such Subscription Receipts and neither the Corporation Spark nor the Subscription Receipt Escrow Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Transfer and Ownership of Subscription Receipts. (a1) Subject to Section 2.13(d2.15(2), Section 2.14, and Section 2.15, there are no restrictions on the transfer of the Subscription Receipts; however, the Subscription Receipts may only be transferred on the register kept at one the Designated Office of the Designated Offices Subscription Receipt Agent by the holder or his its legal representatives or his its attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts Receipt Certificates together with a security transfer form acceptable to the Subscription Receipt Agent and the Corporation (each acting reasonably) at one the Designated Office of the Designated OfficesSubscription Receipt Agent, the Corporation shall in the case of Subscription Receipt Certificatesissue and, issue and thereupon, the Subscription Receipt Agent shall Authenticate certify and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his its name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, Subscription Receipts shall only be transferred upon: (ia) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation Corporation, as applicable, for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; (b) compliance with all applicable securities laws and the requirements of any applicable securities regulatory authorities and stock exchanges; (c) compliance with all requirements of any legends affixed to a Subscription Receipt Certificate; and (iid) such reasonable requirements as the Subscription Receipt Agent may prescribe, ; and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b2) The Corporation and the Subscription Receipt Agent shall will deem and treat the registered owner holder of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice or knowledge to the contrary. (c3) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local Montreal time) at the Designated Office, on the earlier to occur of the Acquisition Closing Release Date and the Termination Date (subject to settlement). Trades settling after the Release Date will be completed by the delivery of Underlying Class B Subordinate Voting Shares and trades settled after the Termination Date will be completed by the delivery of the payment set out in Section 3.5 hereof. (d4) The Subscription Receipt Agent shall will promptly advise the Corporation of any requested transfer of Subscription ReceiptsReceipts other than transfers of Subscription Receipts evidenced by a CDS- Registered Subscription Receipt Certificate effected through the Book-Based System as contemplated in Section 2.15(2), which transfers shall, for greater certainty, not be subject to the requirements set forth in this Section 2.14(4). The Corporation shall will be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any such transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction, including, for greater certainty, the TSX, or would be contrary to the terms of this Agreement. (e5) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14laws (including applicable securities laws), a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either (a) the issue and delivery of Common Shares and the payment of any Dividend Equivalent PaymentUnderlying Class B Subordinate Voting Shares, as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable3.3, or (b) the payment of the Subscription Price and such Receiptholder’s a pro rata portion of the aggregate share of any Earned Interest and Deemed Interest, less applicable withholding taxes, as provided in Section 3.33.5, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate. (6) Without limitation, signatures of Receiptholders on security transfer forms delivered to the Subscription Receipt Agent pursuant to this Section 2.14 must be guaranteed by an authorized officer of a Canadian chartered bank listed in Schedule I of the Bank Act (Canada) or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program.

Transfer and Ownership of Subscription Receipts. (a) Subject to Section 2.13(d), Section 2.14, and Section 2.15, there There are no restrictions on the transfer of the Subscription Receipts; however. However, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices Office by the holder Receiptholder or his legal representatives or his attorney duly appointed by an instrument in writing: (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated OfficesOffice and upon compliance with this Section 2.15, the Corporation shall in the case of Subscription Receipt Certificates, issue and thereupon the Subscription Receipt Agent shall Authenticate and deliver, in accordance with its Internal Procedures, deliver a new Subscription Receipt Certificate and in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name evidencing the Subscription Receipts not transferred; however. However, notwithstanding the foregoing provisions of this Section 2.13(a)foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; (ii) compliance with all requirements of any legends affixed to a Subscription Receipt Certificate; and (iiiii) such reasonable requirements as the Subscription Receipt Agent may prescribe, and all such transfers shall be duly noted in the such register for Subscription Receipts maintained pursuant to Section 2.4 by the Subscription Receipt Agent. (b) The Corporation and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. (c) The transfer register in respect of Subscription Receipts shall be closed at the Designated Offices at 5:00 p.m. (local Toronto time) at the Designated Office), on the earlier to occur of the Acquisition Closing Date date the Escrow Conditions are satisfied and the Release Notice and Irrevocable Direction have been delivered in accordance with Section 3.1 and the Termination Date (subject to settlement). Trades settling after the date the Escrow Conditions are satisfied and the Release Notice and Irrevocable Direction have been delivered in accordance with Section 3.1 shall be completed by the delivery of Common Shares and Warrants. (d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. (e) Subject to the provisions of this Agreement and applicable law and subject to Section 2.14law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth hereinReceipts. Either the issue and delivery of Common Shares and the payment of any Dividend Equivalent Payment, Warrants as provided in Section 3.2, together with any payment with respect to Excess Subscription Receipts, as provided in Section 3.4, if applicable3.3, or the payment of the Subscription Price and such Receiptholder’s the holder's pro rata portion entitlement of the aggregate of any Earned Interest, less applicable withholding taxes, as provided in Section 3.33.5, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate. (e) If a Subscription Receipt Certificate tendered for transfer bears a legend, the Subscription Receipt Agent shall not register such transfer unless the Corporation notifies the Subscription Receipt Agent that the Corporation is reasonably satisfied that the transfer is being made in a transaction exempt from, or not subject to, the prospectus requirements of applicable securities laws in Canada and, if applicable, the registration requirements of the U.S. Securities Act and all applicable state securities laws. Prior to any transfer of Subscription Receipts, the Corporation may require delivery of evidence, which may include, without limitation, an opinion of counsel of recognized standing reasonably satisfactory to the Corporation to the effect that the proposed transfer may be effected without registration under the U.S. Securities Act. (f) If required by the U.S. Securities Act or any applicable state securities laws, certificates representing Subscription Receipts issued pursuant to transfers of Subscription Receipts shall bear the legend set forth in Section 2.16 and the Corporation will provide direction to the Subscription Receipt Agent to affix such legends to the applicable Subscription Receipt Certificates.