Common use of ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS Clause in Contracts

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌ (a) Subject to subparagraphs 3.1(b), 5.1(d) and 5.1(e), if prior to the Expiration Time a Flip-in Event occurs, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times the Exercise Price for an amount in cash equal to the Exercise Price (such Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in event that after the Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.3 has occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌ (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or‌ (ii) a transferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectly) shall not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 4.1 Flip-in Event‌Event (a) Subject to subparagraphs 3.1(b), 5.1(dsubsection 4.1(b) and 5.1(e)section 6.1, if prior to the Expiration Time a Flip-in Event occursshall occur, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-Flip- in Event equal to three times twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 section 3.2 in the event that after the Stock Acquisition Date an such date of consummation or occurrence, any event of a type analogous to any of the events described in Section 2.3 has section 3.2 shall have occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ clause 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectly) including transferees, shall not thereafter have any no right whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) and such Rights shall become null and void. (c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights. (d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(iclauses 4.1(b)(i) or (ii4.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement." provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(i) or (ii)such legend. (de) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act BCABC (Alberta) and B.C.), the Securities Act (AlbertaB.C.) and any other applicable the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌Event (a) Subject to subparagraphs 3.1(b), 5.1(d) and 5.1(e), if prior to the Expiration Time a Flip-in Event occurs, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times the Exercise Price for an amount in cash equal to the Exercise Price (such Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in event that after the Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.3 has occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectly) shall not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.:

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌Event (a) Subject to subparagraphs 3.1(b), 5.1(dSection 3.1 (b) and 5.1(e)Section 5.1, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, then each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the Stock Acquisition Date consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 has shall have occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of from an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person) who ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ Section 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlytransferees) shall not thereafter have any no right whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and CBCA, the Securities Act (Alberta) Québec), the Securities Act (Ontario), the U.S. Securities Act, the U.S. Exchange Act and any other applicable the securities laws or comparable legislation in each of the provinces of Canada and each of the states of the United States in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that would represent Rights Beneficially owned by a Person described in either Section 3.1(b)(i) or (ii) or transferred to any nominee of any such Person, and any Rights Certificate that would be issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall either not be issued upon the instruction of the Corporation in writing to the Rights Agent or contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in Section 3.1(b) of the Shareholder Rights Plan Agreement. Provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall impose such legend only if instructed to do so by The Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(d) shall be of no effect on the provisions of Section 3.1(b).

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌Event (a) Subject to subparagraphs 3.1(b), 5.1(d) and 5.1(e), if prior to the Expiration Time a Flip-in Event occurs, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three four times the Exercise Price for an amount in cash equal to the Exercise Price (such Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in event that after the Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.3 has occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectly) shall not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or a Person acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void in the circumstances specified in subparagraph 3.1(b) of the Rights Agreement. provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌Event (a) Subject to subparagraphs 3.1(b), 5.1(dSubsection 3.1 (b) and 5.1(e)Section 5.1, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon payment exercise of the Exercise Price and otherwise exercising such Right in accordance with the terms hereofof this Agreement, that number of Common Shares (rounded down to the nearest whole number of Common Shares) having an aggregate Market Price on the date of consummation or occurrence of such Flip-Flip- in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 2.4 in the event that after the Stock Acquisition Date consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 has 2.4 shall have occurred).; (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of from an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person) who ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ Clause 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlytransferees) shall not thereafter have any no right whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and Company Act, the Securities Act (AlbertaBritish Columbia), the Securities Act (Ontario) and or comparable legislation of any other applicable jurisdiction and the rules of any stock exchange on which the Common Shares may then be listed or traded and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that would represent Rights Beneficially owned by a Person described in either Clause 3.1(b)(i) or (ii) or transferred to any nominee of any such Person, and any Rights Certificate that would be issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall either not be issued upon the instruction of the Corporation in writing to the Rights Agent or contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in Subsection 3.1(b) of the Amended and Restated Shareholder Rights Plan Agreement. Provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall impose such legend only if instructed to do so by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend. The issuance of a Rights Certificate without the legend referred to in this Subsection 3.1(d) shall be of no effect on the provisions of Subsection 3.1(b).

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 4.1 Flip-in Event‌Event (a) Subject to subparagraphs 3.1(bsubsection 4.1(b) and subsections 6.1(f), 5.1(d6.1(g) and 5.1(e6.1(h), if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, each Right shall constitute, effective at on and after the close later of business its date of issue and the Close of Business on the tenth Trading Day after following the Stock Acquisition Date, the right to purchase from the CorporationCompany, upon payment of the relevant Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the relevant Exercise Price for an amount in cash equal to the relevant Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 in event that section 3.2 upon each occurrence after the Stock Acquisition Date an of any event of a type analogous to any of the events described in Section 2.3 has occurredsection 3.2). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌ by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌ or (ii) a transferee or other successor in title, directly or indirectly, (a “Transferee”) of Rights, direct or indirect, of Rights held by an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person) who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming an Acquiring Person in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person), that has the purpose or of avoiding the effect of avoiding subparagraph 3.1(b)(i);‌ this subsection 4.1(b) shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlyTransferee) shall not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(bsubsection 4.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(bsubsection 4.1(b) and such Rights shall become null and void. (c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1 the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights. (d) From and after the Separation Time, the Company shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this section 4.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the Companies Act, the Securities Act (Ontario), the Securities Act (Manitoba) or comparable legislation of each of the provinces of Canada, if necessary, in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (e) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(i) or (iisubsection 4.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or a Person acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Rights Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(i) or (ii)such legend. (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌Event (a) Subject to subparagraphs 3.1(b), 5.1(d) the provisions of Section 2.2 and 5.1(e)Section 5.1 hereof and except as provided below, if prior to the Expiration Time a Flip-in Event occursshall occur, each Right shall thereafter constitute, effective at the close Close of business Business on the tenth Trading Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that that, after the Stock Acquisition Date such date of consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 has occurredhereof shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person); or (ii) a direct or indirect transferee of, or other successor in title to, such Rights (a “Transferee”), who becomes a Transferee concurrently with or subsequent to the Acquiring Person becoming an Acquiring Person, in a transfer, whether or not for consideration, that the Board of Directors has determined is part of a plan, understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or‌ (ii) a transferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) hereof; shall thereupon become null and be void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlyTransferee) shall not thereafter have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right no rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent Agent, or any Co-Rights Agent, as hereinafter defined, upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph subsection 3.1(b) and such Rights rights shall become be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(iclauses (i) or (ii) of subsection 3.1(b) hereof or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: provided that “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agent Agreement) or was acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange become void in the space provided on circumstances specified in subsection 3.1(b) of the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.”

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 3.01 Flip-in Event‌Event (a) Subject to subparagraphs 3.1(b), 5.1(dparagraph 3.01(b) and 5.1(e)Section 5.01, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, each Right shall thereafter constitute, effective at from and after the close of business on the tenth eighth Trading Day after following the Stock Acquisition Date, the right to purchase from the CorporationCompany, upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, that number of Common Shares of the Company having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 2.03 in the event that after the Stock Acquisition Date such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 has 2.03 shall have occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring such other Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of from an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring such other Person) who becomes a transferee in a transfer transfer, whether or not for consideration, that the Board of Directors of the Company acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring such other Person), ) that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ 3.01(b)(i), shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlytransferees) shall not thereafter have any no right whatsoever to exercise such Rights under any provision of this Agreement Agreement, and further shall thereafter not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) and such Rights shall become null and void. (c) From and after the Separation Time, the Company shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.01, including without limitation, all such acts and things as may be required to satisfy the requirements of the Canada Business Corporations Act, the Securities Acts , the 1934 Exchange Act, the 1933 Securities Act and the securities laws or comparable legislation of each of the provinces of Canada and each of the states of the United States in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(isubparagraphs 3.01(b)(i) or (ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement) or a Person acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in paragraph 3.01(b) of the Rights Agreement. provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation Company or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(isuch legend. The issuance of a Rights Certificate without the legend referred to in this paragraph 3.01(d) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with of no effect on the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreementparagraph 3.01(d).

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌Event (a) Subject to subparagraphs subsection 3.1(b), 5.1(d) and 5.1(e)Section 5.1 hereof, if in the event that prior to the Expiration Time a Flip-in Event occurs, shall occur then each Right shall constitute, effective at the close of business on the tenth Trading Day (or such longer period as may be required to satisfy the requirements of the Securities Acts, as applicable, and any comparable legislation of any other applicable jurisdiction) after the Stock Acquisition Date, the right to purchase from the Corporation, upon payment exercise of the Exercise Price and otherwise exercising such Right in accordance with the terms hereofof this Agreement, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the Stock Acquisition Date such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 has occurredshall have occurred with respect to such Common Shares). (b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee or other successor in title of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee or successor in title becomes a transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or either: (1) any Affiliate or Associate of an Acquiring Person, or (2) any Person acting jointly or in concert with, an Acquiring Person or any Associate or Affiliate of an Acquiring Person), ) that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ subsection 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any a transferee of, or other successor to, to such Rights, Rights whether directly or indirectly) shall not thereafter have any no right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph subsection 3.1(b) and such Rights shall be deemed and become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph clauses 3.1(b)(i) or (ii3.1(b)(ii) of subsection 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement.", provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person, an Affiliate or Associate thereof or a Person described acting jointly or in either subparagraph 3.1(b)(iconcert with any of them. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(c) shall be of no effect on the provisions of Section 3.1(b). Any Rights issued and registered in Book Entry Form (that are evidenced by an advice or (iiother statement on which are maintained electronically the records of the transfers) after the Separation Time but prior to the Expiration Time, shall evidence one Right for each Right represented by such registration and the registration record of such Rights shall include the legend set forth in this Section 3.1(c), adapted accordingly as the Rights Agent may reasonably require. (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.13.1 including, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and BCBCA, the Securities Act (Alberta) Acts, as applicable, the securities laws or comparable legislation of each of the provinces of Canada and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌Event (a) Subject to subparagraphs subsections 3.1(b), 5.1(d5.1(a) and 5.1(e), if prior to the Expiration Time a Flip-in Event occurs, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in event that after the Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.3 has occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ paragraph 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectly) shall not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph paragraph 3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph paragraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌Event (a) Subject to subparagraphs Subsection 3.1(b), 5.1(d) and 5.1(e)Section 5.1, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the CorporationNOVA, upon payment exercise of the Exercise Price and otherwise exercising such Right in accordance with the terms hereofof this Agreement, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 2.4 in the event that after the Stock Acquisition Date consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 has 2.4 shall have occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of from an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person) who ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ Clause 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlytransferees) shall not thereafter have any no right whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) and such Rights shall become null and void. (c) From and after the Separation Time, NOVA shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the ABCA, the Securities Act (Alberta) the Securities Act (Ontario), the U.S. Securities Act, the U.S. Exchange Act and the securities laws or comparable legislation in each of the provinces of Canada and each of the States of the United States in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that represents would represent Rights Beneficially Owned owned by a Person described in either subparagraph Clause 3.1(b)(i) or (ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate that would be issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall either not be issued upon the instruction of NOVA in writing to the Rights Agent or contain the following legend: provided The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in Subsection 3.1(b) of the Shareholder Rights Plan Agreement. Provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by NOVA in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(isuch legend. The issuance of a Rights Certificate without the legend referred to in this Subsection 3.1(d) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with of no effect on the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this AgreementSubsection 3.1(b).

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 ‌ 4.1 Flip-in Event‌Event (a) Subject to subparagraphs 3.1(b), 5.1(dparagraph 4.1(b) and 5.1(e)sections 6.1 and 6.2, if prior to the Expiration Time a Flip-in Event occursoccurs before the Expiry Time, each Right shall will constitute, effective at from and after the close Close of business Business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the CorporationCompany, upon payment of the Exercise Price and otherwise exercising such Right on exercise in accordance with the terms hereofof this agreement, that number of Common Shares having an aggregate a total Market Price on the date of consummation or occurrence of such the Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right the right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 in event that section 3.2 if, after the Stock Acquisition Date an date of the Flip-in Event, any event of a type analogous to any of the events described in Section 2.3 has occurredsection 3.2 have occurred with respect to such Common Shares). (b) Notwithstanding Despite anything in this Agreement agreement to the contrary, upon the occurrence of any on a Flip-in EventEvent occurring, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌Date, or may after that time be Beneficially Owned, by (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), in a transaction that the Board of Directors has determined is part of a plan, arrangement, or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ shall clause 4.1(b)(i), will become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such those Rights, whether directly or indirectly) shall not including transferees, will have any no further right whatsoever to exercise such those Rights under any provision of this Agreement and shall not have thereafter agreement or any right other rights whatsoever with respect to such those Rights, whether under any provision of this Agreement agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon on exercise or for registration of transfer or exchange which that does not contain the necessary certifications set forth out in the Rights Certificate establishing to establish that such the Rights are not void under this subparagraph 3.1(b) shall paragraph will be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) section, and such those Rights shall become will be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(iclauses 4.1(b)(i) or (ii4.1(b)(ii) or transferred to any a Nominee of any such that Person, and any Rights Certificate issued upon on transfer, exchange, replacement replacement, or adjustment of any other Rights Certificate referred to in this sentence, shall will contain the following legend: provided that “The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person or a Person acting jointly or in concert with any of them (as those terms are defined in the Shareholder Rights Plan Agreement). This Rights Certificate and the Rights represented by this Certificate will become void in the circumstances specified in paragraph 4.1(b) of the Shareholder Rights Plan Agreement.” The Rights Agent shall will not be under any responsibility to ascertain the existence of facts that would require the imposition of such that legend but shall to be imposed. The Rights Agent will be required to impose such that legend only if instructed to do so in writing by the Corporation Company or if a holder fails to certify upon on transfer or exchange in the space provided on the Rights Certificate that such the holder is not a Person described in either subparagraph 3.1(b)(i) or (iithe legend. If a Rights Certificate is issued without that legend, it will not affect the application of paragraph 4.1(b). (d) From and after the Separation Time, the Corporation shall Company will do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1section, including including, without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) Act, the Securities Act, and the Securities Act (Alberta) securities laws or comparable legislation in each of the provinces of Canada, and any other applicable laws in respect the rules of the stock exchanges on which the Common Shares are listed at the time, regarding the issue of Common Shares upon on the exercise of Rights in accordance with this Agreementagreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌In Event (a) Subject to subparagraphs §3.1(b), 5.1(d) and 5.1(e)§5.1, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, then thereafter, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the CorporationCompany, upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three two times the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section §2.3 in the event that after the Stock Acquisition Date consummation or occurrence or event, an event of a type analogous to any of the events described in Section §2.3 has shall have occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of from an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or with any Affiliate or Associate or Affiliate of an Acquiring Person) who ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ §3.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlytransferees) shall not thereafter have any no right whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of or transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not null and void under this subparagraph §3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) §3.1 and such Rights shall become null and void. (c) From and after the Separation Time, the Company shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of §3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act, the Securities Act, the U.S. Securities Act, the U.S. Exchange Act and the applicable securities laws or comparable legislation in each of the provinces and territories of Canada and States of the United States in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that represents Rights Beneficially Owned owned by a Person described in either subparagraph §3.1(b)(i) or (ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: provided Provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(isuch legend. The issuance of a Rights Certificate without the legend referred to in this §3.1(d) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with of no effect on the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement§3.1(b).

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 4.1 Flip-in Event‌Event (a) Subject to subparagraphs 3.1(b), 5.1(dparagraph 4.1(b) and 5.1(e)sections 6.1 and 6.2, if prior to the Expiration Time a Flip-in Event occursoccurs before the Expiry Time, each Right shall will constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the CorporationCompany, upon payment of the Exercise Price and otherwise exercising such Right on exercise in accordance with the terms hereofof this agreement, that number of Common Shares having an aggregate a total Market Price on the date of consummation or occurrence of such the Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right the right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 in event that section 3.2 if, after the Stock Acquisition Date an date of the Flip-in Event, any event of a type analogous to any of the events described in Section 2.3 has section 3.2 have occurred). (b) Notwithstanding Despite anything in this Agreement agreement to the contrary, upon the occurrence of any on a Flip-in EventEvent occurring, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌Date, or may after that time be Beneficially Owned, by (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), in a transaction that the Board of Directors has determined is part of a plan, arrangement, or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ shall clause 4.1(b)(i), will become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such those Rights, whether directly or indirectly) shall not including transferees, will have any no further right whatsoever to exercise such those Rights under any provision of this Agreement and shall not have thereafter agreement or any right other rights whatsoever with respect to such those Rights, whether under any provision of this Agreement agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon on exercise or for registration of transfer or exchange which that does not contain the necessary certifications set forth out in the Rights Certificate establishing to establish that such the Rights are not void under this subparagraph 3.1(b) shall paragraph will be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) section, and such those Rights shall become will be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(iclauses 4.1(b)(i) or (ii4.1(b)(ii) or transferred to any a Nominee of any such that Person, and any Rights Certificate issued upon on transfer, exchange, replacement replacement, or adjustment of any other Rights Certificate referred to in this sentence, shall will contain the following legend: provided that “The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person or a Person acting jointly or in concert with any of them (as those terms are defined in the Shareholder Rights Plan Agreement). This Rights Certificate and the Rights represented by this Certificate will become void in the circumstances specified in paragraph 4.1(b) of the Shareholder Rights Plan Agreement.” The Rights Agent shall will not be under any responsibility to ascertain the existence of facts that would require the imposition of such that legend but shall to be imposed. The Rights Agent will be required to impose such that legend only if instructed to do so in writing by the Corporation Company or if a holder fails to certify upon on transfer or exchange in the space provided on the Rights Certificate that such the holder is not a Person described in either subparagraph 3.1(b)(i) or (iithe legend. If a Rights Certificate is issued without that legend, it will not affect the application of paragraph 4.1(b). (d) From and after the Separation Time, the Corporation shall Company will do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1section, including including, without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) Act, the Securities Act, and the Securities Act (Alberta) securities laws or comparable legislation in each of the provinces of Canada, and any other applicable laws in respect the rules of the stock exchanges on which the Common Shares are listed at the time, regarding the issue of Common Shares upon on the exercise of Rights in accordance with this Agreementagreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 4.1 Flip-in Event‌Event (a) Subject to subparagraphs 3.1(b), 5.1(dparagraph 4.1(b) and 5.1(e)sections 6.1 and 6.2, if prior to the Expiration Time a Flip-in Event occursoccurs before the Expiry Time, each Right shall will constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the CorporationCompany, upon payment of the Exercise Price and otherwise exercising such Right on exercise in accordance with the terms hereofof this agreement, that number of Common Shares having an aggregate a total Market Price on the date of consummation or occurrence of such the Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right the right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 in event that section 3.2 if, after the Stock Acquisition Date an date of the Flip-in Event, any event of a type analogous to any of the events described in Section 2.3 has section 3.2 have occurred). (b) Notwithstanding Despite anything in this Agreement agreement to the contrary, upon the occurrence of any on a Flip-in EventEvent occurring, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌Date, or may after that time be Beneficially Owned, by (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), in a transaction that the Board of Directors has determined is part of a plan, arrangement, or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ shall clause 4.1(b)(i); will become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such those Rights, whether directly or indirectly) shall not including transferees, will have any no further right whatsoever to exercise such those Rights under any provision of this Agreement and shall not have thereafter agreement or any right other rights whatsoever with respect to such those Rights, whether under any provision of this Agreement agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon on exercise or for registration of transfer or exchange which that does not contain the necessary certifications set forth out in the Rights Certificate establishing to establish that such the Rights are not void under this subparagraph 3.1(b) shall paragraph will be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) section, and such those Rights shall become will be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(iclauses 4.1(b)(i) or (ii4.1(b)(ii) or transferred to any a Nominee of any such that Person, and any Rights Certificate issued upon on transfer, exchange, replacement replacement, or adjustment of any other Rights Certificate referred to in this sentence, shall will contain the following legend: provided that “The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person or a Person acting jointly or in concert with any of them (as those terms are defined in the Shareholder Rights Plan Agreement). This Rights Certificate and the Rights represented by this Certificate will become void in the circumstances specified in paragraph 4.1(b) of the Shareholder Rights Plan Agreement.” The Rights Agent shall will not be under any responsibility to ascertain the existence of facts that would require the imposition of such that legend but shall to be imposed. The Rights Agent will be required to impose such that legend only if instructed to do so in writing by the Corporation Company or if a holder fails to certify upon on transfer or exchange in the space provided on the Rights Certificate that such the holder is not a Person described in either subparagraph 3.1(b)(i) or (iithe legend. If a Rights Certificate is issued without that legend, it will not affect the application of paragraph 4.1(b). (d) From and after the Separation Time, the Corporation shall Company will do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1section, including including, without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) Act, the Securities Act, and the Securities Act (Alberta) securities laws or comparable legislation in each of the provinces of Canada, and any other applicable laws in respect the rules of the stock exchanges on which the Common Shares are listed at the time, regarding the issue of Common Shares upon on the exercise of Rights in accordance with this Agreementagreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌Event (a) Subject to subparagraphs Subsection 3.1(b), 5.1(d) and 5.1(e)Section 6.1, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, each Right shall constitute, effective at the close of business on the tenth eighth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the Stock Acquisition Date such consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 has shall have occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of from an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person) who ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ Clause 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlytransferees) shall not thereafter have any no right whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and ), the Securities Act (Alberta) and any the securities laws or comparable legislation of each of the provinces of Canada, of the United States and of such other jurisdiction as may be applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either Clause 3.1(b)(i) or (ii) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in Subsection 3.1(b) of the Shareholder Rights Plan Agreement. provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall impose such legend only if instructed to do so by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌Event (a) Subject to subparagraphs subsections 3.1(b), 5.1(d) and 5.1(e), if prior to the Expiration Time a Flip-in Event occurs, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in event that after the Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.3 has occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ paragraph 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectly) shall not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph paragraph 3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or a Person acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void in the circumstances specified in subsection 3.1(b) of the Rights Agreement. provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph paragraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 4.1 Flip-in Event‌Event (a) Subject to subparagraphs 3.1(b), 5.1(dsubsection 4.1(b) and 5.1(e)section 6.1, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, each Right shall constitute, effective at the close of business on the tenth eighth Trading Day after following the Stock Unit Acquisition Date, the right to purchase from the CorporationREIT, upon payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares Units having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the relevant Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 in event that section 3.2 upon each occurrence after the Stock Unit Acquisition Date an of any event of a type analogous to any of the events described in Section 2.3 has occurredsection 3.2). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Unit Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rightsor other successor in title, direct directly or indirectindirectly (a “Transferee”), of Rights held by an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person) who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming an Acquiring Person in a transfer that the Board of Directors has REIT Trustees have determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ clause 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlyTransferee) shall not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not thereafter have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(iclause (i) or (ii) of subsection 4.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: provided provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the REIT in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(i) or (ii)such legend. (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌Event (a) a. Subject to subparagraphs subsection 3.1(b), Section 3.2 and subsections 5.1(d) and 5.1(e), if prior to the Expiration Time a Flip-in Event occurs, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.3 has shall have occurred). (b) b. Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌by: (i) i. an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or‌or (ii) . a transferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ paragraph 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectly) shall not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph subsection 3.1(b) and such Rights shall become null and void. (c) c. Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph paragraph 3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or by a Person acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void in the circumstances specified in subsection 3.1(b) of the Rights Agreement." provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph paragraph 3.1(b)(i) or (ii). (d) d. In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this Section 3.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights, failing which the Board of Directors shall consider the exercise of the options set forth in Section 3.2. e. From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and Act, the Securities Act (Alberta), the Securities Act (British Columbia) and any other applicable laws law in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌ (a) Subject to subparagraphs 3.1(b), 5.1(d) and 5.1(e), if prior to the Expiration Time a Flip-in Event occurs, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three four times the Exercise Price for an amount in cash equal to the Exercise Price (such Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in event that after the Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.3 has occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌ (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or‌ (ii) a transferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectly) shall not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or a Person acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void in the circumstances specified in subparagraph 3.1(b) of the Rights Agreement. provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌In Event (a) Subject to subparagraphs §3.1(b), 5.1(d) and 5.1(e)§5.1, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, then thereafter, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the CorporationCompany, upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three two times the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section §2.3 in the event that after the Stock Acquisition Date consummation or occurrence or event, an event of a type analogous to any of the events described in Section §2.3 has shall have occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of from an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or with any Affiliate or Associate or Affiliate of an Acquiring Person) who ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ §3.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlytransferees) shall not thereafter have any no right whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of or transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not null and void under this subparagraph §3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) §3.1 and such Rights shall become null and void. (c) From and after the Separation Time, the Company shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of §3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act, the Securities Act, the Securities Act of 1933, as amended, of the United States of America, the Securities Exchange Act of 1934, as amended, of the United States of America and the applicable securities laws or comparable legislation in each of the provinces and territories of Canada and States of the United States in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that represents Rights Beneficially Owned owned by a Person described in either subparagraph §3.1(b)(i) or (ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: provided The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in §3.1(b) of the Shareholder Rights Plan Agreement. Provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(isuch legend. The issuance of a Rights Certificate without the legend referred to in this §3.1(d) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with of no effect on the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement§3.1(b).

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌Event (a) Subject to subparagraphs Subsection 3.1(b), 5.1(d) and 5.1(e)Section 5.1, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the CorporationNOVA, upon payment exercise of the Exercise Price and otherwise exercising such Right in accordance with the terms hereofof this Agreement, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 2.4 in the event that after the Stock Acquisition Date consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 has 2.4 shall have occurred).; (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of from an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person) who ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ Clause 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlytransferees) shall not thereafter have any no right whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) and such Rights shall become null and void. (c) From and after the Separation Time, NOVA shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the CBCA, the Securities Act (Alberta) the Securities Act (Ontario), the U.S. Securities Act, the U.S. Exchange Act and the securities laws or comparable legislation in each of the provinces of Canada and each of the States of the United States in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that represents would represent Rights Beneficially Owned owned by a Person described in either subparagraph Clause 3.1(b)(i) or (ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate that would be issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall either not be issued upon the instruction of NOVA in writing to the Rights Agent or contain the following legend: provided The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in Subsection 3.1(b) of the Shareholder Rights Plan Agreement. Provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by NOVA in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(isuch legend. The issuance of a Rights Certificate without the legend referred to in this Subsection 3.1(d) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with of no effect on the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this AgreementSubsection 3.1(b).

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 4.1 Flip-in Event‌ (a) Subject to subparagraphs 3.1(b), 5.1(dsubsection 4.1(b) and 5.1(e)section 6.1, if prior to the Expiration Time a Flip-Flip- in Event occurs, each Right shall will constitute, effective at on and after the later of its date of issue and the close of business on the tenth Trading Day after following the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the relevant Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 in event that section 3.2 if, after the Stock Acquisition Date such date of occurrence, an event of a type analogous to any of the events described in Section 2.3 section 3.2 has occurredoccurred with respect to the Common Share). (b) Notwithstanding anything in this Agreement agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌ by (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌ or (ii) a transferee or other successor in title, directly or indirectly, (a “Transferee”) of Rights, direct or indirect, of Rights held by an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person), ) that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ shall clause (i), will become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlyTransferee) shall will not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall will not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon on exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall subsection will be deemed to be an Acquiring Person for the purposes purpose of this subparagraph 3.1(b) section and such Rights shall become will be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(iclause (b)(i) or (ii) or transferred to any Nominee nominee of any such Personperson, and any Rights Certificate issued upon on transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall will contain the following legend: provided THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON OR A PERSON ACTING JOINTLY OR IN CONCERT WITH ANY OF THEM (AS SUCH TERMS ARE DEFINED IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT). THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID IN THE CIRCUMSTANCES SPECIFIED IN SUBSECTION 4.1(b) OF THE SHAREHOLDER RIGHTS PLAN AGREEMENT. provided, however, that the Rights Agent shall will not be under any responsibility to ascertain the existence of facts that would require the imposition inclusion of such legend that legend, but shall will be required to impose such include the legend only if instructed to do so in writing by the Corporation in writing or if a holder fails to certify upon on transfer or exchange in the space provided on the Rights Certificate that such holder it is not an Acquiring Person or other Person referred to in the legend. The issuance of a Person described Rights Certificate without the legend referred to in either subparagraph 3.1(b)(i) or this subsection will not affect the application of subsection (iib). (d) From and after the Separation Time, the Corporation shall will do all such acts and things as shall will be necessary and within its power to ensure compliance with the provisions of this Section 3.1section, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) CBCA and the Securities Act (Alberta) and or comparable legislation of any other applicable laws jurisdiction and the rules of any stock exchange where the Common Shares may then be listed or traded in respect of the issue issuance of Common Shares upon the exercise of Rights in accordance with this Agreementagreement. (e) Notwithstanding any other provision of this agreement, any Rights held by the Corporation or any of its Subsidiaries will be void.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌In Event (a) Subject to subparagraphs §3.1(b), 5.1(d) and 5.1(e)§5.1, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, then thereafter, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the CorporationCompany, upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three two times the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section §2.3 in the event that after the Stock Acquisition Date consummation or occurrence or event, an event of a type analogous to any of the events described in Section §2.3 has shall have occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of from an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or with any Affiliate or Associate or Affiliate of an Acquiring Person) who ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ §3.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlytransferees) shall not thereafter have any no right whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of or transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not null and void under this subparagraph §3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) §3.1 and such Rights shall become null and void. (c) From and after the Separation Time, the Company shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of §3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act, the Securities Act, the U.S. Securities Act, the U.S. Exchange Act and the applicable securities laws or comparable legislation in each of the provinces and territories of Canada and States of the United States in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that represents Rights Beneficially Owned owned by a Person described in either subparagraph §3.1(b)(i) or (ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: provided The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in §3.1(b) of the Shareholder Rights Plan Agreement. Provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(isuch legend. The issuance of a Rights Certificate without the legend referred to in this §3.1(d) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with of no effect on the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement§3.1(b).

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip4.1 FLIP-in Event‌IN EVENT (a) Subject to subparagraphs 3.1(b), 5.1(dsubsection 4.1(b) and 5.1(e)section 6.1, if prior to the Expiration Time a Flip-in Event occurs, each Right shall will constitute, effective at on and after the later of its date of issue and the close of business on the tenth Trading Day after following the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the relevant Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 in event that section 3.2 if, after the Stock Acquisition Date such date of occurrence, an event of a type analogous to any of the events described in Section 2.3 section 3.2 has occurredoccurred with respect to the Common Share). (b) Notwithstanding anything in this Agreement agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌ by (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌ or (ii) a transferee or other successor in title, directly or indirectly, (a "TRANSFEREE") of Rights, direct or indirect, of Rights held by an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person), ) that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ shall clause (i), will become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlyTransferee) shall will not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall will not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon on exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall subsection will be deemed to be an Acquiring Person for the purposes purpose of this subparagraph 3.1(b) section and such Rights shall become will be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(iclause (b)(i) or (ii) or transferred to any Nominee nominee of any such Personperson, and any Rights Certificate issued upon on transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall will contain the following legend: provided that the THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON OR A PERSON ACTING JOINTLY OR IN CONCERT WITH ANY OF THEM (AS SUCH TERMS ARE DEFINED IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT). THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID IN THE CIRCUMSTANCES SPECIFIED IN SUBSECTION 4.1(b) OF THE SHAREHOLDER RIGHTS PLAN AGREEMENT. The Rights Agent shall will not be under any responsibility to ascertain the existence of facts that would require the imposition inclusion of such legend that legend, but shall will be required to impose such include the legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon on transfer or exchange in the space provided on the Rights Certificate that such holder it is not an Acquiring Person or other Person referred to in the legend. The issuance of a Person described Rights Certificate without the legend referred to in either subparagraph 3.1(b)(i) or this subsection will not affect the application of subsection (iib). (d) From and after the Separation Time, the Corporation shall will do all such acts and things as shall will be necessary and within its power to ensure compliance with the provisions of this Section 3.1section, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) NBBCA and the Securities Act (Alberta) and or comparable legislation of any other applicable laws jurisdiction and the rules of any stock exchange or quotation system where the Common Shares may then be quoted, listed or traded in respect of the issue issuance of Common Shares upon the exercise of Rights in accordance with this Agreementagreement. (e) Notwithstanding any other provision of this agreement, any Rights held by the Corporation or any of its Subsidiaries will be void.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip4.1 FLIP-in Event‌IN EVENT (a) Subject to subparagraphs 3.1(b), 5.1(dsubsection 4.1(b) and 5.1(e)sections 6.1 and 6.2, if prior to the Expiration Time a Flip-in Event occursshall occur, each Right shall constitute, effective at on and after the later of its date of issue and the close of business on the tenth eighth Trading Day after following the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 in event that section 3.2 upon each occurrence after the Stock Acquisition Date an of any event of a type analogous to any of the events described in Section 2.3 has occurredsection 3.2). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌ by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌ or (ii) a transferee or other successor in title, directly or indirectly, (a "TRANSFEREE") of Rights, direct or indirect, of Rights held by an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person) who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming an Acquiring Person in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ clause 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlyTransferee) thereafter shall not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(iclause 4.1(b)(i) or (ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other such Rights Certificate referred to in this sentenceCertificate, shall contain the following legend: provided that "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in section 4.1(b) of the Rights Agreement." Notwithstanding the foregoing, the Rights Agent shall not be under any responsibility responsible to ascertain the existence of facts that would require the imposition inclusion of such legend on any Rights Certificate but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon a transfer or exchange of Rights, in the space provided therefor on the Rights Certificate Certificate, that such holder is not a an Acquiring Person described in either subparagraph 3.1(b)(i) or (ii)an Affiliate or Associate thereof. (d) If there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights. (e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1section 4.1 including, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (AlbertaOntario) and or comparable legislation of any other applicable laws jurisdiction in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌Event (a) Subject to subparagraphs subsection 3.1(b), 5.1(d) and 5.1(e)Section 5.1 hereof, if in the event that prior to the Expiration Time a Flip-in Event occurs, shall occur then each Right shall constitute, effective at the close of business on the tenth Trading Day (or such longer period as may be required to satisfy the requirements of the Securities Acts, as applicable, and any comparable legislation of any other applicable jurisdiction) after the Stock Acquisition Date, the right to purchase from the Corporation, upon payment exercise of the Exercise Price and otherwise exercising such Right in accordance with the terms hereofof this Agreement, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the Stock Acquisition Date such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 has occurredshall have occurred with respect to such Common Shares). (b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee or other successor in title of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee or successor in title becomes a transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or either: (1) any Affiliate or Associate of an Acquiring Person, or (2) any Person acting jointly or in concert with, an Acquiring Person or any Associate or Affiliate of an Acquiring Person), ) that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ subsection 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any a transferee of, or other successor to, to such Rights, Rights whether directly or indirectly) shall not thereafter have any no right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph subsection 3.1(b) and such Rights shall be deemed and become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph clauses 3.1(b)(i) or (ii3.1(b)(ii) of subsection 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement.”, provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person, an Affiliate or Associate thereof or a Person described acting jointly or in either subparagraph 3.1(b)(iconcert with any of them. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(c) shall be of no effect on the provisions of Section 3.1(b). Any Rights issued and registered in Book Entry Form (that are evidenced by an advice or (iiother statement on which are maintained electronically the records of the transfers) after the Separation Time but prior to the Expiration Time, shall evidence one Right for each Right represented by such registration and the registration record of such Rights shall include the legend set forth in this Section 3.1(c), adapted accordingly as the Rights Agent may reasonably require. (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.13.1 including, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and BCBCA, the Securities Act (Alberta) Acts, as applicable, the securities laws or comparable legislation of each of the provinces of Canada and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 4.1 Flip-in Event‌Event (a) Subject to subparagraphs 3.1(b), 5.1(dsubsection 4.1(b) and 5.1(e)section 6.1, if prior to the Expiration Time a Flip-in Event occursshall occur, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 section 3.2 in the event that after the Stock Acquisition Date an such date of consummation or occurrence, any event of a type analogous to any of the events described in Section 2.3 has section 3.2 shall have occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ clause 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectly) including transferees, shall not thereafter have any no right whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) and such Rights shall become null and void. (c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights. (d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(iclauses 4.1(b)(i) or (ii4.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement." provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(i) or (ii)such legend. (de) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and BCABC, the Securities Act (AlbertaB.C.) and any other applicable the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌Event (a) Subject to subparagraphs 3.1(b), 5.1(d) and 5.1(e), if prior to the Expiration Time a Flip-in Event occurs, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three four times the Exercise Price for an amount in cash equal to the Exercise Price (such Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in event that after the Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.3 has occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectly) shall not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or a Person acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void in the circumstances specified in subparagraph 3.1(b) of the Rights Agreement. provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Canada Business Corporations Act (Alberta) and the Securities Act (AlbertaManitoba) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌Event (a) Subject to subparagraphs 3.1(b), 5.1(d) the provisions of Section 2.2 and 5.1(e)Section 5.1 hereof and except as provided below, if prior to the Expiration Time a Flip-in Event occursshall occur, each Right shall thereafter constitute, effective at the close Close of business Business on the tenth Trading Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that that, after the Stock Acquisition Date such date of consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 has occurredhereof shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person); or (ii) a direct or indirect transferee of, or other successor in title to, such Rights (a “Transferee”), who becomes a Transferee concurrently with or subsequent to the Acquiring Person becoming an Acquiring Person, in a transfer, whether or not for consideration, that the Board of Directors has determined is part of a plan, understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or‌ (ii) a transferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) hereof; shall thereupon become null and be void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlyTransferee) shall not thereafter have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right no rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent Agent, or any Co-Rights Agent, as hereinafter defined, upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph subsection 3.1(b) and such Rights rights shall become be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(iclauses (i) or (ii) of subsection 3.1(b) hereof or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: provided “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement.” provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof or acting jointly or in concert with any of them. The issuance of a Person described Rights Certificate without the legend referred to in either subparagraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as this subsection shall be necessary and within its power to ensure compliance with of no effect on the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreementsubsection.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌Event (a) Subject to subparagraphs subsections 3.1(b), and 5.1(d) and 5.1(e), if prior to the Expiration Time a Flip-in Event occurs, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the CorporationCompany, upon payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the Exercise Price (such Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in event that after the Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.3 has occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ paragraph 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectly) shall not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph paragraph 3.1(b)(i) or (iib)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation Company or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph paragraph 3.1(b)(i) or (iib)(ii). (d) From and after the Separation Time, the Corporation Company shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 4.1 Flip-in Event‌Event (a) Subject to subparagraphs 3.1(b), 5.1(dsubsection 4.1(b) and 5.1(e)section 6.1, if prior to the Expiration Time a Flip-in Event occursshall occur, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three times twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 section 3.2 in the event that after the Stock Acquisition Date an such date of consummation or occurrence, any event of a type analogous to any of the events described in Section 2.3 has section 3.2 shall have occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ clause 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectly) including transferees, shall not thereafter have any no right whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subparagraph 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) and such Rights shall become null and void. (c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights. (d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.1(b)(iclauses 4.1(b)(i) or (ii4.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement." provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(i) or (ii)such legend. (de) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Company Act (Alberta) and B.C.), the Securities Act (AlbertaB.C.) and any other applicable the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌In Event (a) Subject to subparagraphs §3.1(b), 5.1(d) and 5.1(e)§5.1, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, then thereafter, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the CorporationCompany, upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three two times the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section §2.3 in the event that after the Stock Acquisition Date consummation or occurrence or event, an event of a type analogous to any of the events described in Section §2.3 has shall have occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of from an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or with any Affiliate or Associate or Affiliate of an Acquiring Person) who ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ §3.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlytransferees) shall not thereafter have any no right whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of or transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not null and void under this subparagraph §3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) §3.1 and such Rights shall become null and void. (c) From and after the Separation Time, the Company shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of §3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act, the Securities Act, the U.S. Securities Act, the U.S. Exchange Act and the applicable securities laws or comparable legislation in each of the provinces and territories of Canada and States of the United States in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that represents Rights Beneficially Owned owned by a Person described in either subparagraph §3.1(b)(i) or (ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.:

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event‌In Event (a) Subject to subparagraphs Section 3.1(b), 5.1(d) and 5.1(e)Section 5.1, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, then thereafter, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the CorporationCompany, upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to three two times the Exercise Price for an amount in cash equal to the Exercise Price (such Right right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the Stock Acquisition Date consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 has shall have occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:‌by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with any Affiliate or Associate or Affiliate of an Acquiring Person); or‌or (ii) a transferee of Rights, direct directly or indirectindirectly, of from an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or with any Affiliate or Associate or Affiliate of an Acquiring Person) who ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding subparagraph 3.1(b)(i);‌ Section 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights, whether directly or indirectlytransferees) shall not thereafter have any no right whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any right other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of or transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not null and void under this subparagraph Section 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subparagraph 3.1(b) Section 3.1 and such Rights shall become null and void. (c) From and after the Separation Time, the Company shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act, the Securities Act, the U.S. Securities Act, the U.S. Exchange Act and the applicable securities laws or comparable legislation in each of the provinces and territories of Canada and States of the United States in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that represents Rights Beneficially Owned owned by a Person described in either subparagraph Section 3.1(b)(i) or (ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: provided The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in Section 3.1(b) of the Shareholder Rights Plan Agreement. Provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either subparagraph 3.1(b)(isuch legend. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(d) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with of no effect on the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Alberta) and the Securities Act (Alberta) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement3.1(b).