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

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF A FLIP-IN EVENT 30 3.1 Flip-in Event 30 ARTICLE 4 THE RIGHTS AGENT 32 4.1 General 32 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 33 4.3 Duties of Rights Agent 33 4.4 Change of Rights Agent 35 ARTICLE 5 MISCELLANEOUS 36 5.1 Redemption and Termination of Rights 36 5.2 Waiver of Flip-In Events 37 5.3 Expiration 38 5.4 Issuance of New Rights Certificates 38 5.5 Supplements and Amendments 38 5.6 Fractional Rights and Fractional Shares 40 5.7 Rights of Action 40 5.8 Holder of Rights Not Deemed a Shareholder 41 5.9 Notice of Proposed Actions 41 5.10 Notices 41 5.11 Costs of Enforcement 43 5.12 Successors 43 5.13 Benefits of this Agreement 43 5.14 Governing Law 43 5.15 Language 43 5.16 Counterparts 43 5.17 Severability 43 5.18 Determinations and Actions by the Board of Directors 44 5.19 Effective Date and Expiration Time 44 5.20 Regulatory Approvals 44 5.21 Time of the Essence 44 5.22 Declaration as to Non-Canadian Holders 44 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of May 9, 2007 between GOLDEN STAR RESOURCES LTD., a corporation organized under the laws of Canada (the “Corporation”), and CIBC MELLON TRUST COMPANY, a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder), amending and restating the Rights Agreement dated as of April 24, 1996 between the Corporation and The R-M Trust Company, as rights agent, as amended pursuant to an Amending Agreement dated as of June 30, 1999 between the Corporation and CIBC Mellon Trust Company (formerly The R-M Trust Company), as rights agent, as amended and restated by the Amended and Restated Shareholder Rights Plan Agreement dated as of May 20, 2004 between the Corporation and CIBC Mellon Trust Company as rights agent.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF A CERTAIN TRANSACTIONS 20 3.1 FLIP-IN EVENT 30 3.1 Flip-in Event 30 20 ARTICLE 4 THE RIGHTS AGENT 32 21 4.1 General 32 GENERAL 21 4.2 MergerMERGER, Amalgamation or Consolidation or Change of Name of Rights Agent 33 AMALGAMATION OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT 22 4.3 Duties of Rights Agent 33 DUTIES OF RIGHTS AGENT 22 4.4 Change of Rights Agent 35 CHANGE OF RIGHTS AGENT 24 4.5 COMPLIANCE WITH MONEY LAUNDERING LEGISLATION 24 4.6 PRIVACY PROVISION 24 ARTICLE 5 MISCELLANEOUS 36 25 5.1 Redemption and Termination of Rights 36 REDEMPTION AND TERMINATION 25 5.2 Waiver of FlipEXPIRATION 26 5.3 ISSUANCE OF NEW RIGHTS CERTIFICATES 27 5.4 SUPPLEMENTS AND AMENDMENTS 27 5.5 FRACTIONAL RIGHTS AND FRACTIONAL SHARES 28 5.6 RIGHTS OF ACTION 28 5.7 HOLDER OF RIGHTS NOT DEEMED A SHAREHOLDER 29 5.8 NOTICE OF PROPOSED ACTIONS 29 5.9 NOTICES 29 5.10 COSTS OF ENFORCEMENT 30 5.11 SUCCESSORS 30 5.12 BENEFITS OF THIS AGREEMENT 30 5.13 DESCRIPTIVE HEADINGS 30 5.14 GOVERNING LAW 30 5.15 LANGUAGE 30 5.16 COUNTERPARTS 31 5.17 SEVERABILITY 31 TABLE OF CONTENTS (continued) Page 5.18 EFFECTIVE DATE 31 5.19 SHAREHOLDER REVIEW 31 5.20 REGULATORY APPROVALS 31 5.21 DECLARATION AS TO NON-In Events 37 5.3 Expiration 38 5.4 Issuance of New Rights Certificates 38 5.5 Supplements and Amendments 38 5.6 Fractional Rights and Fractional Shares 40 5.7 Rights of Action 40 5.8 Holder of Rights Not Deemed a Shareholder 41 5.9 Notice of Proposed Actions 41 5.10 Notices 41 5.11 Costs of Enforcement 43 5.12 Successors 43 5.13 Benefits of this Agreement 43 5.14 Governing Law 43 5.15 Language 43 5.16 Counterparts 43 5.17 Severability 43 5.18 Determinations and Actions by the Board of Directors 44 5.19 Effective Date and Expiration Time 44 5.20 Regulatory Approvals 44 5.21 Time of the Essence 44 CANADIAN AND NON-U.S. HOLDERS 32 5.22 Declaration as to Non-Canadian Holders 44 DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS 32 5.23 RIGHTS OF THE BOARD OF DIRECTORS 32 5.24 TIME OF THE ESSENCE 32 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated made as of May 9the 2nd26th day of December, 2007 between GOLDEN STAR RESOURCES LTD.2010September, a corporation organized under the laws of Canada 2013 (the “Corporation”), and CIBC MELLON TRUST COMPANY, a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder), amending and restating the Rights Agreement dated as of April 24, 1996 between the Corporation and The R-M Trust Company, as rights agent, as amended pursuant to an Amending Agreement dated as of June 30, 1999 between the Corporation and CIBC Mellon Trust Company (formerly The R-M Trust Company), as rights agent, as amended and restated by the Amended and Restated Shareholder Rights Plan Agreement dated as of May 20December 2, 2004 between 2010, which amended and restated the Corporation Amended and CIBC Mellon Trust Company Restated Shareholder Rights Plan Agreement dated as rights agentof December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004). BETWEEN: OPEN TEXT CORPORATION, a body corporate organized under the laws of Canada (hereinafter referred to as the "Corporation") OF THE FIRST PART COMPUTERSHARE INVESTOR SERVICES INC., a corporation incorporated under the laws of Canada (hereinafter referred to as the "Rights Agent") OF THE SECOND PART

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF A CERTAIN TRANSACTIONS 20 3.1 FLIP-IN EVENT 30 3.1 Flip-in Event 30 20 ARTICLE 4 THE RIGHTS AGENT 32 21 4.1 General 32 GENERAL 21 4.2 MergerMERGER, Amalgamation or Consolidation or Change of Name of Rights Agent 33 AMALGAMATION OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT 22 4.3 Duties of Rights Agent 33 DUTIES OF RIGHTS AGENT 22 4.4 Change of Rights Agent 35 CHANGE OF RIGHTS AGENT 24 4.5 COMPLIANCE WITH MONEY LAUNDERING LEGISLATION 24 4.6 PRIVACY PROVISION 24 ARTICLE 5 MISCELLANEOUS 36 25 5.1 Redemption and Termination of Rights 36 REDEMPTION AND TERMINATION 25 5.2 Waiver of FlipEXPIRATION 26 5.3 ISSUANCE OF NEW RIGHTS CERTIFICATES 27 5.4 SUPPLEMENTS AND AMENDMENTS 27 5.5 FRACTIONAL RIGHTS AND FRACTIONAL SHARES 28 5.6 RIGHTS OF ACTION 28 5.7 HOLDER OF RIGHTS NOT DEEMED A SHAREHOLDER 29 5.8 NOTICE OF PROPOSED ACTIONS 29 5.9 NOTICES 29 5.10 COSTS OF ENFORCEMENT 30 5.11 SUCCESSORS 30 5.12 BENEFITS OF THIS AGREEMENT 30 5.13 DESCRIPTIVE HEADINGS 30 5.14 GOVERNING LAW 30 5.15 LANGUAGE 30 5.16 COUNTERPARTS 31 5.17 SEVERABILITY 31 TABLE OF CONTENTS (continued) Page 5.18 EFFECTIVE DATE 31 5.19 SHAREHOLDER REVIEW 31 5.20 REGULATORY APPROVALS 31 5.21 DECLARATION AS TO NON-In Events 37 5.3 Expiration 38 5.4 Issuance of New Rights Certificates 38 5.5 Supplements and Amendments 38 5.6 Fractional Rights and Fractional Shares 40 5.7 Rights of Action 40 5.8 Holder of Rights Not Deemed a Shareholder 41 5.9 Notice of Proposed Actions 41 5.10 Notices 41 5.11 Costs of Enforcement 43 5.12 Successors 43 5.13 Benefits of this Agreement 43 5.14 Governing Law 43 5.15 Language 43 5.16 Counterparts 43 5.17 Severability 43 5.18 Determinations and Actions by the Board of Directors 44 5.19 Effective Date and Expiration Time 44 5.20 Regulatory Approvals 44 5.21 Time of the Essence 44 CANADIAN AND NON-U.S. HOLDERS 32 5.22 Declaration as to Non-Canadian Holders 44 DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS 32 5.23 RIGHTS OF THE BOARD OF DIRECTORS 32 5.24 TIME OF THE ESSENCE 32 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated made as of May 9the 26th day of September, 2007 between GOLDEN STAR RESOURCES LTD., a corporation organized under the laws of Canada 2013 (the “Corporation”), and CIBC MELLON TRUST COMPANY, a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder), amending and restating the Rights Agreement dated as of April 24, 1996 between the Corporation and The R-M Trust Company, as rights agent, as amended pursuant to an Amending Agreement dated as of June 30, 1999 between the Corporation and CIBC Mellon Trust Company (formerly The R-M Trust Company), as rights agent, as amended and restated by the Amended and Restated Shareholder Rights Plan Agreement dated as of May 20December 2, 2004 between 2010, which amended and restated the Corporation Amended and CIBC Mellon Trust Company Restated Shareholder Rights Plan Agreement dated as rights agentof December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004). BETWEEN: OPEN TEXT CORPORATION, a body corporate organized under the laws of Canada (hereinafter referred to as the "Corporation") OF THE FIRST PART COMPUTERSHARE INVESTOR SERVICES INC., a corporation incorporated under the laws of Canada (hereinafter referred to as the "Rights Agent") OF THE SECOND PART

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF A FLIP-IN EVENT 30 CERTAIN TRANSACTIONS 21 3.1 Flip-in Event 30 21 ARTICLE 4 THE RIGHTS AGENT 32 22 4.1 General 32 22 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 33 23 4.3 Duties of Rights Agent 33 23 4.4 Change of Rights Agent 35 25 4.5 Compliance with Money Laundering Legislation 25 4.6 Privacy Provision 25 ARTICLE 5 MISCELLANEOUS 36 26 5.1 Redemption and Termination of Rights 36 26 5.2 Waiver of Flip-In Events 37 Expiration 27 5.3 Expiration 38 5.4 Issuance of New Rights Certificates 38 5.5 28 5.4 Supplements and Amendments 38 5.6 28 5.5 Fractional Rights and Fractional Shares 40 5.7 29 5.6 Rights of Action 40 5.8 29 5.7 Holder of Rights Not Deemed a Shareholder 41 5.9 30 5.8 Notice of Proposed Actions 41 30 5.9 Notices 30 5.10 Notices 41 5.11 Costs of Enforcement 43 31 5.11 Successors 31 5.12 Successors 43 5.13 Benefits of this Agreement 43 31 5.13 Descriptive Headings 31 5.14 Governing Law 43 31 5.15 Language 43 31 --i- TABLE OF CONTENTS (continued) 5.16 Counterparts 43 32 5.17 Severability 43 32 5.18 Effective Date 32 5.19 Shareholder Review 32 5.20 Regulatory Approvals 32 5.21 Declaration as to Non-Canadian and Non-U.S. Holders 33 5.22 Determinations and Actions by the Board of Directors 44 5.19 Effective Date and Expiration Time 44 5.20 Regulatory Approvals 44 5.21 33 5.23 Rights of the Board of Directors 33 5.24 Time of the Essence 44 5.22 Declaration as to Non-Canadian Holders 44 33 --ii- AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated made as of May 9the 23rd day of September, 2007 between GOLDEN STAR RESOURCES LTD., a corporation organized under the laws of Canada 2016 (the “Corporation”), and CIBC MELLON TRUST COMPANY, a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder), amending and restating the Rights Agreement dated as of April 24, 1996 between the Corporation and The R-M Trust Company, as rights agent, as amended pursuant to an Amending Agreement dated as of June 30, 1999 between the Corporation and CIBC Mellon Trust Company (formerly The R-M Trust Company), as rights agent, as amended and restated by the Amended and Restated Shareholder Rights Plan Agreement dated as of May 20September 26, 2004 between 2013, which amended and restated the Corporation Amended and CIBC Mellon Trust Company Restated Shareholder Rights Plan Agreement dated as rights agentof December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004). BETWEEN: OPEN TEXT CORPORATION, a body corporate organized under the laws of Canada (hereinafter referred to as the “Corporation”) OF THE FIRST PART COMPUTERSHARE INVESTOR SERVICES INC., a corporation incorporated under the laws of Canada (hereinafter referred to as the “Rights Agent”) OF THE SECOND PART

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF A CERTAIN TRANSACTIONS 20 3.1 FLIP-IN EVENT 30 3.1 Flip-in Event 30 20 ARTICLE 4 THE RIGHTS AGENT 32 21 4.1 General 32 GENERAL 21 4.2 MergerMERGER, Amalgamation or Consolidation or Change of Name of Rights Agent 33 AMALGAMATION OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT 22 4.3 Duties of Rights Agent 33 DUTIES OF RIGHTS AGENT 22 4.4 Change of Rights Agent 35 CHANGE OF RIGHTS AGENT 24 4.5 COMPLIANCE WITH MONEY LAUNDERING LEGISLATION 24 4.6 PRIVACY PROVISION 24 ARTICLE 5 MISCELLANEOUS 36 25 5.1 Redemption and Termination of Rights 36 REDEMPTION AND TERMINATION 25 5.2 Waiver of FlipEXPIRATION 26 TABLE OF CONTENTS (continued) Page 5.3 ISSUANCE OF NEW RIGHTS CERTIFICATES 27 5.4 SUPPLEMENTS AND AMENDMENTS 27 5.5 FRACTIONAL RIGHTS AND FRACTIONAL SHARES 28 5.6 RIGHTS OF ACTION 28 5.7 HOLDER OF RIGHTS NOT DEEMED A SHAREHOLDER 29 5.8 NOTICE OF PROPOSED ACTIONS 29 5.9 NOTICES 29 5.10 COSTS OF ENFORCEMENT 30 5.11 SUCCESSORS 30 5.12 BENEFITS OF THIS AGREEMENT 30 5.13 DESCRIPTIVE HEADINGS 30 5.14 GOVERNING LAW 30 5.15 LANGUAGE 30 5.16 COUNTERPARTS 31 5.17 SEVERABILITY 31 5.18 EFFECTIVE DATE 31 5.19 SHAREHOLDER REVIEW 31 5.20 REGULATORY APPROVALS 31 5.21 DECLARATION AS TO NON-In Events 37 5.3 Expiration 38 5.4 Issuance of New Rights Certificates 38 5.5 Supplements and Amendments 38 5.6 Fractional Rights and Fractional Shares 40 5.7 Rights of Action 40 5.8 Holder of Rights Not Deemed a Shareholder 41 5.9 Notice of Proposed Actions 41 5.10 Notices 41 5.11 Costs of Enforcement 43 5.12 Successors 43 5.13 Benefits of this Agreement 43 5.14 Governing Law 43 5.15 Language 43 5.16 Counterparts 43 5.17 Severability 43 5.18 Determinations and Actions by the Board of Directors 44 5.19 Effective Date and Expiration Time 44 5.20 Regulatory Approvals 44 5.21 Time of the Essence 44 CANADIAN AND NON-U.S. HOLDERS 32 5.22 Declaration as to Non-Canadian Holders 44 DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS 32 5.23 RIGHTS OF THE BOARD OF DIRECTORS 32 5.24 TIME OF THE ESSENCE 32 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated made as of May 9the 26th day of September, 2007 between GOLDEN STAR RESOURCES LTD., a corporation organized under the laws of Canada 2013 (the “Corporation”), and CIBC MELLON TRUST COMPANY, a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder), amending and restating the Rights Agreement dated as of April 24, 1996 between the Corporation and The R-M Trust Company, as rights agent, as amended pursuant to an Amending Agreement dated as of June 30, 1999 between the Corporation and CIBC Mellon Trust Company (formerly The R-M Trust Company), as rights agent, as amended and restated by the Amended and Restated Shareholder Rights Plan Agreement dated as of May 20December 2, 2004 between 2010, which amended and restated the Corporation Amended and CIBC Mellon Trust Company Restated Shareholder Rights Plan Agreement dated as rights agentof December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004). BETWEEN: OPEN TEXT CORPORATION, a body corporate organized under the laws of Canada (hereinafter referred to as the "Corporation") OF THE FIRST PART COMPUTERSHARE INVESTOR SERVICES INC., a corporation incorporated under the laws of Canada (hereinafter referred to as the "Rights Agent") OF THE SECOND PART