Common use of Economic Equivalence Clause in Contracts

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror or its Affiliates are outstanding: (a) Acquiror will not, without prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares) to the holders of all or substantially all of the then outstanding Acquiror Shares by way of stock dividend or other distribution, other than an issue of Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares) to holders of Acquiror Shares: (A) who exercise an option to receive dividends in Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares) in lieu of receiving cash dividends; or (B) pursuant to any dividend reinvestment plan or scrip dividend; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Shares entitling them to subscribe for or to purchase Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: (A) shares or securities of Acquiror of any class other than Acquiror Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror Shares); (B) rights, options or warrants other than those referred to in Subsection 2.7(a)(ii); (C) evidences of indebtedness of Acquiror; or (D) assets of Acquiror, unless the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (b) Acquiror will not, without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Shares into a greater number of Acquiror Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Shares into a lesser number of Acquiror Shares; or (iii) reclassify or otherwise change Acquiror Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror Shares, unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (c) Acquiror will ensure that the record date for any event referred to in Subsections 2.7(a) or 2.7(b) as such events apply to the Exchangeable Shares, or (if no record date is applicable for such event) the effective date for any such event, is the same as the record date or effective date, as applicable, with respect to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective date); (d) The Board of Directors of ExchangeCo shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in Subsections 2.7(a) or 2.7(b) and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable Shares. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of ExchangeCo to be relevant, be considered by the Board of Directors of ExchangeCo: (i) in the case of any stock dividend or other distribution payable in Acquiror Shares, the number of such shares issued in proportion to the number of Acquiror Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility of the Acquiror Shares and the term of such instrument; (iii) in the case of the issuance or distribution of any other form of property (including any shares or securities of Acquiror of any class other than Acquiror Shares, any rights, options or warrants other than those referred to in Subsection 2.7(d)(ii), any evidences of indebtedness of Acquiror or any assets of Acquiror), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Common Share and the Current Market Price; (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror Shares into a greater number of Acquiror Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror Shares into a lesser number of Acquiror Shares or any amalgamation, merger, reorganization or other transaction affecting Acquiror Shares, the effect thereof upon the then outstanding Acquiror Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). (e) ExchangeCo agrees that, to the extent required, upon due notice from Acquiror, ExchangeCo will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCo, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent with respect to the Acquiror Shares and Exchangeable Shares as provided for in this Section 2.7.

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror or its Affiliates are outstanding: (a) Acquiror will not, without prior approval of ExchangeCo the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares) to the holders of all or substantially all of the then outstanding Acquiror Shares by way of stock dividend or other distribution, other than an issue of Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares) to holders of Acquiror Shares: Shares who (A) who exercise an option to receive dividends in Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares) in lieu of receiving cash dividends; , or (B) pursuant to any dividend reinvestment plan or scrip dividend; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Shares entitling them to subscribe for or to purchase Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: Shares (A) shares or securities of Acquiror of any class other than Acquiror Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror Shares); , (B) rights, options or warrants other than those referred to in Subsection Section 2.7(a)(ii); ) above, (C) evidences of indebtedness of Acquiror; Acquiror or (D) assets of Acquiror, unless the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Acquisition Agreement. (b) Acquiror will not, not without the prior approval of ExchangeCo the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Shares into a greater number of Acquiror Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Shares into a lesser number of Acquiror Shares; or (iii) reclassify or otherwise change Acquiror Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror Shares, unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Acquisition Agreement. (c) Acquiror will ensure that the record date for any event referred to in Subsections Section 2.7(a) or 2.7(b) as such events apply to the Exchangeable Sharesabove, or (if no record date is applicable for such event) the effective date for any such event, is not less than five Business Days after the same as the record date on which such event is declared or effective date, as applicable, announced by Acquiror (with respect contemporaneous notification thereof by Acquiror to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateCorporation);. (d) The Board of Directors of ExchangeCo the Corporation shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in Subsections Section 2.7(a) or 2.7(b) above and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable Shares. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of ExchangeCo the Corporation to be relevant, be considered by the Board of Directors of ExchangeCothe Corporation: (i) in the case of any stock dividend or other distribution payable in Acquiror Shares, the number of such shares issued as a result of any stock dividend or other distribution in proportion to the number of Acquiror Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility of the Acquiror Shares and the term of any such instrument; (iii) in the case of the issuance or distribution of any other form of property (including any shares or securities of Acquiror of any class other than Acquiror Shares, any rights, options or warrants other than those referred to in Subsection Section 2.7(d)(ii)) above, any evidences of indebtedness of Acquiror or any assets of Acquiror), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo the Corporation in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Common Share and the Current Market Price; (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror Shares into a greater number of Acquiror Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror Shares into a lesser number of Acquiror Shares or any amalgamation, merger, reorganization or other transaction affecting Acquiror Shares, the effect thereof upon the then outstanding Acquiror Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). (e) ExchangeCo The Corporation agrees that, to the extent required, upon due notice from Acquiror, ExchangeCo the Corporation will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCothe Corporation, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent with respect to the Acquiror Shares and Exchangeable Shares as provided for in this Section 2.7.

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror or its Affiliates are outstanding: (a) Acquiror will not, without prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Common Shares) to the holders of all or substantially all of the then outstanding Acquiror Common Shares by way of stock dividend or other distribution, other than an issue of Acquiror Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Common Shares) to holders of Acquiror SharesCommon Shares who: (A) who exercise an option to receive dividends in Acquiror Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Common Shares) in lieu of receiving cash dividends; or (B) pursuant to any dividend reinvestment plan or scrip dividend; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Common Shares entitling them to subscribe for or to purchase Acquiror Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Common Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Common Shares: (A) shares or securities of Acquiror of any class other than Acquiror Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror Common Shares); (B) rights, options or warrants other than those referred to in Subsection 2.7(a)(ii); (C) evidences of indebtedness of Acquiror; or (D) assets of Acquiror, unless the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (b) Acquiror will not, not without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Common Shares into a greater number of Acquiror Common Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Common Shares into a lesser number of Acquiror Common Shares; or (iii) reclassify or otherwise change Acquiror Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror Common Shares, unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (c) Acquiror will ensure that the record date for any event referred to in Subsections 2.7(a) or 2.7(b) as such events apply to the Exchangeable Shares), or (if no record date is applicable for such event) the effective date for any such event, is not less than five Business Days after the same as the record date on which such event is declared or effective date, as applicable, announced by Acquiror (with respect contemporaneous notification thereof by Acquiror to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateExchangeCo);. (d) The Board of Directors of ExchangeCo shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in Subsections 2.7(a) or 2.7(b) and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable Shares. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of ExchangeCo to be relevant, be considered by the Board of Directors of ExchangeCo: (i) in the case of any stock dividend or other distribution payable in Acquiror Common Shares, the number of such shares issued in proportion to the number of Acquiror Common Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Common Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility of the Acquiror Common Shares and the term of such instrument; (iii) in the case of the issuance or distribution of any other form of property (including any shares or securities of Acquiror of any class other than Acquiror Common Shares, any rights, options or warrants other than those referred to in Subsection 2.7(d)(ii), any evidences of indebtedness of Acquiror or any assets of Acquiror), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Common Share and the Current Market Price; (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror Common Shares into a greater number of Acquiror Common Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror Common Shares into a lesser number of Acquiror Common Shares or any amalgamation, merger, reorganization or other transaction affecting Acquiror Common Shares, the effect thereof upon the then outstanding Acquiror Common Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Common Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). (e) ExchangeCo agrees that, to the extent required, upon due notice from Acquiror, ExchangeCo will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCo, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent with respect to the Acquiror Common Shares and Exchangeable Shares as provided for in this Section 2.7.

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror WSI or its Affiliates affiliates are outstanding: (a) Acquiror WSI will not, not without prior approval of ExchangeCo CERI and the prior approval of the holders of the Exchangeable Shares given in accordance with Section section 10.2 of the Exchangeable Share Provisions: (i) issue or distribute Acquiror WSI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror WSI Common Shares) to the holders of all or substantially all of the then outstanding Acquiror WSI Common Shares by way of stock dividend or other distribution, other than an issue of Acquiror WSI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror WSI Common Shares) to holders of Acquiror Shares: (A) WSI Common Shares who exercise an option to receive dividends in Acquiror WSI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror WSI Common Shares) not issued at a discount and without financial preference to the corresponding cash dividend in lieu of receiving cash dividends; dividends or (B) pursuant to any dividend reinvestment plan or scrip dividendsimilar arrangement; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror WSI Common Shares entitling them to subscribe for or to purchase Acquiror WSI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror WSI Common Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: WSI Common Shares (A) shares or securities of Acquiror WSI of any class other than Acquiror WSI Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror WSI Common Shares, subject to Section 2.7(a)(i) hereof); , (B) rights, options or warrants other than those referred to in Subsection Section 2.7(a)(ii); ) above, (C) evidences of indebtedness of Acquiror; WSI or (D) assets of AcquirorWSI, unless the economic equivalent on a per share basis of such WSI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire WSI Common Shares), rights, options, warrants, shares, securities, shares, evidences of indebtedness or other assets is issued or distributed or otherwise provided by CERI simultaneously to holders of the Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror WSI in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (b) Acquiror WSI will not, not without the prior approval of ExchangeCo CERI and the prior approval of the holders of the Exchangeable Shares given in accordance with Section section 10.2 of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror WSI Common Shares into a greater number of Acquiror WSI Common Shares; or; (ii) reduce, combine, consolidate or change the then outstanding Acquiror WSI Common Shares into a lesser number of Acquiror WSI Common Shares; or (iii) reclassify or otherwise change Acquiror WSI Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror WSI Common Shares, unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares and at least 7 days prior written notice thereof is given to the holders of the Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (c) Acquiror WSI will ensure that the record date for any event referred to in Subsections Sections 2.7(a) or 2.7(b) as such events apply to the Exchangeable Sharesabove, or (if no record date is applicable for such event) the effective date for any such event, is not less than five Business Days after the same as the record date on which such event is declared or effective date, as applicable, announced by WSI (with respect contemporaneous notification thereof by WSI to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateCERI);. (d) The Board board of Directors directors of ExchangeCo CERI shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in Subsections Sections 2.7(a) or 2.7(b) above and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable SharesWSI. In making each such determination, the following factors shall, without excluding other factors determined by the Board board of Directors directors of ExchangeCo CERI to be relevant, be considered by the Board board of Directors directors of ExchangeCoCERI: (i) in the case of any stock dividend or other distribution payable in Acquiror WSI Common Shares, the number of such shares issued in proportion to the number of Acquiror WSI Common Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror WSI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror WSI Common Shares), the terms of such rights, options or warrants and the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility Price of the Acquiror Shares and the term of such instrumenta WSI Common Share; (iii) in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Acquiror WSI of any class other than Acquiror WSI Common Shares, any rights, options or warrants other than those referred to in Subsection Section 2.7(d)(ii)) above, any evidences of indebtedness of Acquiror WSI or any assets of AcquirorWSI), the relationship between the fair market value (as determined by the Board board of Directors directors of ExchangeCo in the manner above contemplatedCERI, acting reasonably) of such property to be issued or distributed with respect to each outstanding Acquiror WSI Common Share and the Current Market Price;Price of a WSI Common Share; and (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror WSI Common Shares into a greater number of Acquiror WSI Common Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror WSI Common Shares into a lesser number of Acquiror WSI Common Shares or any amalgamation, merger, reorganization or other transaction affecting Acquiror WSI Common Shares, the effect thereof upon the then outstanding Acquiror WSI Common Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). (e) ExchangeCo CERI agrees that, to the extent required, upon due notice from AcquirorWSI, ExchangeCo CERI will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCoCERI, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent effect with respect to the Acquiror WSI Common Shares and Exchangeable Shares as provided for in this Section 2.7.

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror Coors or its Affiliates are outstanding: (a) Acquiror Coors will not, not without prior approval of ExchangeCo Exchangeco and the prior approval of the holders of the affected class of Exchangeable Shares given in accordance with Section section 10.2 of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Corresponding Coors Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Corresponding Coors Shares) to the holders of all or substantially all of the then outstanding Acquiror Corresponding Coors Shares by way of stock dividend or other distribution, other than an issue of Acquiror Corresponding Coors Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Corresponding Coors Shares) to holders of Acquiror Shares: (A) Corresponding Coors Shares who exercise an option to receive dividends in Acquiror Corresponding Coors Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Corresponding Coors Shares) in lieu of receiving cash dividends; or (B) pursuant to any dividend reinvestment plan or scrip dividend; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Corresponding Coors Shares entitling them to subscribe for or to purchase Acquiror Corresponding Coors Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Corresponding Coors Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: Corresponding Coors Shares (A) shares or securities of Acquiror Coors of any class other than Acquiror Corresponding Coors Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror Corresponding Coors Shares); , (B) rights, options or warrants other than those referred to in Subsection section 2.7(a)(ii); ) above, (C) evidences of indebtedness of Acquiror; Coors or (D) assets of AcquirorCoors, unless the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the affected class of Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror Coors in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Combination Agreement. (b) Acquiror Coors will not, not without the prior approval of ExchangeCo Exchangeco and the prior approval of the holders of the affected class of Exchangeable Shares given in accordance with Section section 10.2 of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Corresponding Coors Shares into a greater number of Acquiror Corresponding Coors Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Corresponding Coors Shares into a lesser number of Acquiror Corresponding Coors Shares; or (iii) reclassify or otherwise change Acquiror Corresponding Coors Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror Corresponding Coors Shares, unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the affected class of Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (c) Acquiror Coors will ensure that the record date for any event referred to in Subsections section 2.7(a) or 2.7(b) as such events apply to the Exchangeable Sharesabove, or (if no record date is applicable for such event) the effective date for any such event, is not less than five Business Days after the same as the record date on which such event is declared or effective date, as applicable, announced by Coors (with respect contemporaneous notification thereof by Coors to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateExchangeco);. (d) The Board of Directors of ExchangeCo Exchangeco shall determine, in good faith and in its sole discretiondiscretion with assistance of such reputable and qualified financial advisors and/or such experts as the Board of Directors of Exchangeco may require, economic equivalence for the purposes of any event referred to in Subsections section 2.7(a) or 2.7(b) above and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable SharesCoors. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of ExchangeCo Exchangeco to be relevant, be considered by the Board of Directors of ExchangeCoExchangeco: (i) in the case of any stock dividend or other distribution payable in Acquiror SharesCoors Class A Common Stock or Coors Class B Common Stock, the number of such shares issued in proportion to the number of Acquiror Shares Coors Class A Common Stock or Coors Class B Common Stock previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Shares Coors Class A Common Stock or Coors Class B Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror SharesCoors Class A Common Stock or Coors Class B Common Stock), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility Price of the Acquiror Shares and the term of such instrumentCorresponding Coors Common Stock; (iii) in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Acquiror Coors of any class other than Acquiror SharesCoors Class A Common Stock or Coors Class B Common Stock, any rights, options or warrants other than those referred to in Subsection section 2.7(d)(ii)) above, any evidences of indebtedness of Acquiror Coors or any assets of AcquirorCoors), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo Exchangeco in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Share of Coors Class A Common Share Stock or Coors Class B Common Stock and the Current Market PricePrice of Corresponding Coors Common Stock; (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror Shares Coors Class A Common Stock or Coors Class B Common Stock into a greater number of Acquiror Shares Coors Class A Common Stock or Coors Class B Common Stock or the reduction, combination, consolidation or change of the then outstanding Acquiror Shares Coors Class A Common Stock or Coors Class B Common Stock into a lesser number of Acquiror Shares Coors Class A Common Stock or Coors Class B Common Stock or any amalgamation, merger, reorganization or other transaction affecting Acquiror SharesCoors Class A Common Stock or Coors Class B Common Stock, the effect thereof upon the then outstanding Acquiror SharesCoors Class A Common Stock or Coors Class B Common Stock; and (v) in all such cases, the general taxation consequences of the relevant event to holders beneficial owners of Corresponding Exchangeable Shares to the extent that such consequences may differ from the general taxation consequences to holders of Acquiror Shares such beneficial owners determined as if they beneficially owned Coors Class A Common Stock or Coors Class B Common Stock at the relevant time as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders beneficial owners of Corresponding Exchangeable Shares). (e) ExchangeCo Exchangeco agrees that, to the extent required, upon due notice from AcquirorCoors, ExchangeCo Exchangeco will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCoExchangeco, or subdivisions, redivisions or changes are made to the Corresponding Exchangeable Shares, in order to implement the required economic equivalent equivalence with respect to the Acquiror Shares Coors Class A Common Stock or Coors Class B Common Stock and Corresponding Exchangeable Shares as provided for in this Section section 2.7.

Economic Equivalence. So long as any Exchangeable Shares not LP Units owned by Acquiror or its Affiliates Non-Affiliated Holders are outstanding: (a) Acquiror a. BIPC will not, not without prior approval of ExchangeCo Exchange LP and the prior approval of the holders of the Exchangeable Shares LP Units given in accordance with Section 10.2 of the Exchangeable Share Unit Provisions: (i) i. issue or distribute Acquiror BIPC Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror BIPC Shares) or Equivalent Securities to the holders of all or substantially all of the then outstanding Acquiror BIPC Shares by way of a stock dividend or other distributiondividend, other than an issue of Acquiror BIPC Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror BIPC Shares) to holders of Acquiror SharesBIPC Shares who: (A) who exercise an option to receive dividends in Acquiror BIPC Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror BIPC Shares) or Equivalent Securities in lieu of receiving cash dividends; or (B) pursuant to any dividend reinvestment plan plan, scrip dividend or scrip dividendsimilar arrangement; or (ii) . issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror BIPC Shares entitling them to subscribe for or to purchase Acquiror BIPC Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror BIPC Shares)) or Equivalent Securities; or (iii) . issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: BIPC Shares (A) shares or securities of Acquiror BIPC of any class other than Acquiror BIPC Shares (other than shares or securities convertible into or exchangeable for or carrying rights to acquire Acquiror Shares); such securities) or Equivalent Securities, (B) rights, options or warrants other than those referred to in Subsection Section 2.7(a)(ii); ) above, (C) evidences of indebtedness of AcquirorBIPC; or (D) assets of Acquiror, BIPC; unless (x) Exchange LP is permitted under applicable Law to issue or distribute the economic equivalent on a per share unit basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued to holders of the Exchangeable LP Units and (y) Exchange LP will issue or distributed distribute the economic equivalent of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to holders of the Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement AgreementLP Units. (b) Acquiror b. BIPC will not, not without the prior approval of ExchangeCo Exchange LP and the prior approval of the holders of the Exchangeable Shares LP Units given in accordance with Section 10.2 of the Exchangeable Share Unit Provisions: (i) i. subdivide, redivide or change the then outstanding Acquiror BIPC Shares into a greater number of Acquiror BIPC Shares; or (ii) . reduce, combine, consolidate or change the then outstanding Acquiror BIPC Shares into a lesser number of Acquiror BIPC Shares; or (iii) . reclassify or otherwise change Acquiror the rights, privileges or other terms of the then outstanding BIPC Shares or effect an amalgamation, a merger, reorganization or other transaction involving or affecting the Acquiror BIPC Shares, ; unless (x) Exchange LP is permitted under applicable Law to make the same or an economically equivalent change shall to, or in the rights of holders of, the Exchangeable LP Units, and (y) the same or an economically equivalent change is made simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement AgreementLP Units. (c) Acquiror c. BIPC will ensure that the record date for any event referred to in Subsections Section 2.7(a) or Section 2.7(b) as such events apply to the Exchangeable Shares), or (if no record date is applicable for such event) the effective date for any such event, is not less than ten Business Days after the same date on which such event is declared or announced by BIPC or such shorter period as the record date or effective date, as applicable, may be permitted under applicable Law (with respect simultaneous notification thereof by BIPC to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateExchange LP);. (d) d. The Board of Directors of ExchangeCo shall will determine, acting in good faith and in its sole discretiondiscretion (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the Board of Directors may require), economic equivalence for the purposes of any event referred to in Subsections Section 2.7(a) or Section 2.7(b) and each such determination shall will be conclusive and binding on Acquiror and the holders of the Exchangeable SharesBIPC. In making each such determination, the following factors shallwill, without excluding other factors determined by the Board of Directors of ExchangeCo to be relevant, be considered by the Board of Directors of ExchangeCoDirectors: (i) i. in the case of any stock dividend or other distribution dividend payable in Acquiror SharesBIPC Shares or Equivalent Securities, the number of such shares issued in proportion to the number of Acquiror BIPC Shares or Equivalent Securities, as applicable, previously outstanding; (ii) . in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror BIPC Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror BIPC Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility of the Acquiror Shares BIPC Share and the term of any such instrument; (iii) . in the case of the issuance or distribution of any other form of property (including any shares or securities of Acquiror BIPC of any class other than Acquiror BIPC Shares, any rights, options or warrants other than those referred to in Subsection Section 2.7(d)(ii), any evidences of indebtedness of Acquiror BIPC or any assets of AcquirorBIPC), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo in the manner above contemplatedcontemplated above) of such property to be issued or distributed with respect to each outstanding Acquiror Common Share BIPC Shares and the Current Market Price;; and (iv) . in the case of any subdivision, redivision or change Subdivision of the then outstanding Acquiror BIPC Shares into a greater number of Acquiror BIPC Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror BIPC Shares into a lesser number of Acquiror BIPC Shares or any amalgamation, merger, reorganization or other transaction affecting Acquiror the BIPC Shares, the effect thereof upon the then outstanding Acquiror BIPC Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). (e) ExchangeCo e. Exchange LP agrees that, to the extent required, upon due notice from AcquirorBIPC, ExchangeCo Exchange LP will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCoExchange LP, or subdivisions, redivisions or changes Subdivisions are made to the Exchangeable SharesLP Units, in order to implement the required economic equivalent equivalence with respect to the Acquiror BIPC Shares and the Exchangeable Shares LP Units as provided for in this Section 2.7.

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror or its Affiliates are outstanding: (a) Acquiror will not, without prior approval of ExchangeCo Canco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares) to the holders of all or substantially all of the then outstanding Acquiror Shares by way of stock dividend or other distribution, other than an issue of Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares) to holders of Acquiror Shares: Shares who (A) who exercise an option to receive dividends in Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares) in lieu of receiving cash dividends; , or (B) pursuant to any dividend reinvestment plan or scrip dividend; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Shares entitling them to subscribe for or to purchase Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: Shares (A) shares or securities of Acquiror of any class other than Acquiror Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror Shares); , (B) rights, options or warrants other than those referred to in Subsection Section 2.7(a)(ii); ) above, (C) evidences of indebtedness of Acquiror; Acquiror or (D) assets of Acquiror, unless the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Acquisition Agreement. (b) Acquiror will not, not without the prior approval of ExchangeCo Canco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Shares into a greater number of Acquiror Shares; oror E-5 (ii) reduce, combine, consolidate or change the then outstanding Acquiror Shares into a lesser number of Acquiror Shares; or (iii) reclassify or otherwise change Acquiror Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror Shares, unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Acquisition Agreement. (c) Acquiror will ensure that the record date for any event referred to in Subsections Section 2.7(a) or 2.7(b) as such events apply to the Exchangeable Sharesabove, or (if no record date is applicable for such event) the effective date for any such event, is not less than five Business Days after the same as the record date on which such event is declared or effective date, as applicable, announced by Acquiror (with respect contemporaneous notification thereof by Acquiror to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateCanco);. (d) The Board of Directors of ExchangeCo Canco shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in Subsections Section 2.7(a) or 2.7(b) above and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable Shares. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of ExchangeCo Canco to be relevant, be considered by the Board of Directors of ExchangeCoCanco: (i) in the case of any stock dividend or other distribution payable in Acquiror Shares, the number of such shares issued as a result of any stock dividend or other distribution in proportion to the number of Acquiror Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility of the Acquiror Shares and the term of any such instrument; (iii) in the case of the issuance or distribution of any other form of property (including any shares or securities of Acquiror of any class other than Acquiror Shares, any rights, options or warrants other than those referred to in Subsection Section 2.7(d)(ii)) above, any evidences of indebtedness of Acquiror or any assets of Acquiror), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo Canco in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Common Share and the Current Market Price; (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror Shares into a greater number of Acquiror Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror Shares into a lesser number of Acquiror Shares or any amalgamation, merger, reorganization or other transaction affecting Acquiror Shares, the effect thereof upon the then outstanding Acquiror Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). (e) ExchangeCo Canco agrees that, to the extent required, upon due notice from Acquiror, ExchangeCo Canco will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of E-6 ensuring that appropriate dividends are paid or other distributions are made by ExchangeCoCanco, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent with respect to the Acquiror Shares and Exchangeable Shares as provided for in this Section 2.7.

Economic Equivalence. (1) So long as any Exchangeable Shares not owned by Acquiror Parent or its Affiliates are outstanding: (a) Acquiror will not, Parent shall not without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 26.11(b) of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Shares Delaware Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror SharesDelaware Common Stock) to the holders of all or substantially all of the then outstanding Acquiror Shares Delaware Common Stock by way of stock or share dividend or other distribution, other than an issue of Acquiror Shares Delaware Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror SharesDelaware Common Stock) to holders of Acquiror Shares: Delaware Common Stock (A) who exercise an option to receive dividends in Acquiror Shares Delaware Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror SharesDelaware Common Stock) in lieu of receiving cash dividends; or , (B) pursuant to any dividend reinvestment plan or scrip dividenddividend or similar arrangement, or (C) pursuant to a Preferred Stock Rights Agreement, as that term is defined in the Exchangeable Share Provisions; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Shares Delaware Common Stock entitling them to subscribe for or to purchase Acquiror Shares (Delaware Common Stock or securities exchangeable for or convertible into or carrying rights to acquire Acquiror SharesDelaware Common Stock (other than pursuant to a Preferred Stock Rights Agreement, as that term is defined in the Exchangeable Share Provisions); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: Delaware Common Stock (A) shares or securities of Acquiror Parent of any class other than Acquiror Shares Delaware Common Stock (other than shares or securities convertible into or exchangeable for or carrying rights to acquire Acquiror SharesDelaware Common Stock); , (B) rights, options options, warrants or warrants other assets other than those referred to in Subsection 2.7(a)(iiSection 2.7(1)(a)(ii); , (C) evidences evidence of indebtedness of Acquiror; Parent, or (D) assets of AcquirorParent, unless except pursuant to a Preferred Stock Rights Agreement, as that term is defined in the Exchangeable Share Provisions; unless, in each case, ExchangeCo issues or distributes the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable SharesShares or makes an adjustment to the Exchangeable Share Exchange Ratio in accordance with the terms of the Exchangeable Share Provisions; provided provided, however, that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror Parent in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Transaction Agreement and the Plan of Arrangement; provided, further, that the foregoing limitations and restrictions set forth in this Section 2.7(1)(a) shall not apply to actions taken by Parent relating to a Preferred Stock Rights Agreement, as that term is defined in the Exchangeable Share Provisions. (b) Acquiror will not, Parent shall not without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 26.11(b) of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Shares Delaware Common Stock into a greater number of Acquiror SharesDelaware Common Stock; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Shares Delaware Common Stock into a lesser number of Acquiror SharesDelaware Common Stock; or (iii) reclassify or otherwise change Acquiror Shares the Delaware Common Stock or effect an amalgamation, merger, combination, reorganization or other transaction affecting the Acquiror SharesDelaware Common Stock; unless, unless in each case, the same or an economically equivalent change shall is made simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares; provided, and such change is permitted under applicable law; provided however, that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror Parent in order to give effect to and to consummate the transactions contemplated by, and in accordance withwith the Transaction Agreement and the Plan of Arrangement; provided, further, that the Arrangement foregoing limitations and restrictions set forth in this Section 2.7(1)(b) shall not apply to actions taken by Parent relating to a Preferred Stock Rights Agreement, as that term is defined in the Exchangeable Share Provisions. (c) Acquiror will ensure that the record date for any event referred to in Subsections 2.7(a) or 2.7(b) as such events apply to the Exchangeable Shares, or (if no record date is applicable for such event) the effective date for any such event, is the same as the record date or effective date, as applicable, with respect to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective date); (d2) The Board board of Directors directors of ExchangeCo shall determine, in good faith and in its sole discretiondiscretion (with the assistance of such financial or other advisors as the board of may determine), “economic equivalence equivalence” for the purposes of any event referred to in Subsections 2.7(aSection 2.7(1)(a) or 2.7(bSection 2.7(1)(b) and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable SharesParent. In making each such determination, the following factors shall, without excluding other factors determined by the Board board of Directors directors of ExchangeCo to be relevant, be considered by the Board board of Directors directors of ExchangeCo: (ia) in the case of any stock or share dividend or other distribution payable in Acquiror SharesDelaware Common Stock, the number of such shares issued as a result of such stock or share dividend or other distribution in proportion to the number of Acquiror Shares Delaware Common Stock previously outstanding; (iib) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Shares Delaware Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror SharesDelaware Common Stock), the relationship between the exercise price of each such right, option or warrant warrant, the number of such rights, options or warrants to be issued or distributed in respect of each Delaware Common Stock and the Current Market PricePrice of a Delaware Common Stock, the price volatility of the Acquiror Shares Delaware Common Stock and the term terms of any such instrument; (iiic) in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Acquiror Parent of any class other than Acquiror SharesDelaware Common Stock, any rights, options or warrants other than those referred to in Subsection 2.7(d)(iiSection 2.7(2)(b), any evidences of indebtedness of Acquiror Parent or any assets of AcquirorParent), the relationship between the fair market value (as determined by the Board board of Directors directors of ExchangeCo in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Delaware Common Share Stock and the Current Market PricePrice of the Delaware Common Stock; (ivd) in the case of any subdivision, redivision or change of the then outstanding Acquiror Shares Delaware Common Stock into a greater number of Acquiror Shares Delaware Common Stock or the reduction, combination, consolidation or change of the then outstanding Acquiror Shares Delaware Common Stock into a lesser number of Acquiror Shares Delaware Common Stock or any amalgamation, merger, combination, arrangement, reorganization or other transaction affecting Acquiror SharesDelaware Common Stock, the effect thereof upon the then outstanding Acquiror SharesDelaware Common Stock; and (ve) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Shares Delaware Common Stock as a result of differences between taxation laws Laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). (e3) ExchangeCo agrees that, to the extent required, upon due notice from AcquirorParent, ExchangeCo will shall use its commercially reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCo, or the Exchangeable Share Exchange Ratio is adjusted, or subdivisions, redivisions or changes are made to the Exchangeable Shares, as applicable, in order to implement the required economic equivalent equivalence with respect to the Acquiror Shares Delaware Common Stock and Exchangeable Shares as provided for in this Section 2.7.

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror or its Affiliates are outstanding: (a) Acquiror Bowater will not, not without prior approval of ExchangeCo Bowater Canada and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Bowater Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Bowater Common Shares) to the holders of all or substantially all of the then outstanding Acquiror Bowater Common Shares by way of stock dividend or other distribution, other than an issue of Acquiror Bowater Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Bowater Common Shares) to holders of Acquiror Shares: (A) Bowater Common Shares who exercise an option to receive dividends in Acquiror Bowater Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Bowater Common Shares) in lieu of receiving cash dividends; or (B) pursuant to any dividend reinvestment plan or scrip dividend; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Bowater Common Shares entitling them to subscribe for or to purchase Acquiror Bowater Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Bowater Common Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: Bowater Common Shares (A) shares or securities of Acquiror Bowater of any class other than Acquiror Bowater Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror Bowater Common Shares); , (B) rights, options or warrants other than those referred to in Subsection 2.7(a)(ii); section 2.7(a) (ii) above, (C) evidences of indebtedness of Acquiror; Bowater or (D) assets of AcquirorBowater, unless the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror Bowater in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (b) Acquiror Bowater will not, not without the prior approval of ExchangeCo Bowater Canada and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Bowater Common Shares into a greater number of Acquiror Bowater Common Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Bowater Common Shares into a lesser number of Acquiror Bowater Common Shares; or (iii) reclassify or otherwise change Acquiror Bowater Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror Bowater Common Shares, unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (c) Acquiror Bowater will ensure that the record date for any event referred to in Subsections 2.7(asection 2.7 (a) or 2.7(b2.7 (b) as such events apply to the Exchangeable Sharesabove, or (if no record date is applicable for such event) the effective date for any such event, is not less than 10 days after the same as the record date on which such event is declared or effective date, as applicable, announced by Bowater (with respect contemporaneous notification thereof by Bowater to the Acquiror Shares (Bowater Canada and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateBowater Holdings);. (d) The Board of Directors of ExchangeCo shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in Subsections 2.7(a) or 2.7(b) and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable Shares. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of ExchangeCo Bowater Canada to be relevant, be considered by the Board of Directors of ExchangeCoBowater Canada: (i) in the case of any stock dividend or other distribution payable in Acquiror Bowater Common Shares, the number of such shares issued in proportion to the number of Acquiror Bowater Common Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Bowater Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Bowater Common Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, current market value (as determined by the volatility Board of Directors of Bowater Canada in the Acquiror Shares and the term manner above contemplated) of such instrumenta Bowater Common Share; (iii) in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Acquiror Bowater of any class other than Acquiror Bowater Common Shares, any rights, options or warrants other than those referred to in Subsection 2.7(d)(ii)section 2.7 (d) (ii) above, any evidences of indebtedness of Acquiror Bowater or any assets of AcquirorBowater), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo Bowater Canada in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Bowater Common Share and the Current Market Pricecurrent market value (as determined by the Board of Directors of Bowater Canada in the manner above contemplated) of a Bowater Common Share; (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror Bowater Common Shares into a greater number of Acquiror Bowater Common Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror Bowater Common Shares into a lesser number of Acquiror Bowater Common Shares or any amalgamation, merger, reorganization or other transaction affecting Acquiror Bowater Common Shares, the effect thereof upon the then outstanding Acquiror Bowater Common Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Bowater Common Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). For purposes of the foregoing determinations, the current market value of any security listed and traded or quoted on a securities exchange shall be the weighted average of the daily trading prices of such security during a period of not less than 20 consecutive trading days ending not more than five trading days before the date of determination on the principal securities exchange on which such securities are listed and traded or quoted; provided, however, that if in the opinion of the Board of Directors of Bowater Canada the public distribution or trading activity of such securities during such period does not create a market which reflects the fair market value of such securities, then the current market value thereof shall be determined by the Board of Directors of Bowater Canada, in good faith and in its sole discretion (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the Board of Directors of Bowater Canada may require), and provided further that any such determination by the Board of Directors of Bowater Canada shall be conclusive and binding on Bowater. (e) ExchangeCo Bowater Canada agrees that, to the extent required, upon due notice from AcquirorBowater, ExchangeCo it will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCoBowater Canada, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent with respect to the Acquiror Bowater Common Shares and Exchangeable Shares as provided for in this Section section 2.7.

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror Acquirer or its Affiliates are outstanding: (a) Acquiror Acquirer will not, without prior approval of ExchangeCo Canco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 13.2 of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Acquirer Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Acquirer Shares) to the holders of all or substantially all of the then outstanding Acquiror Acquirer Shares by way of stock dividend or other distribution, other than an issue of Acquiror Acquirer Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Acquirer Shares) to holders of Acquiror Shares: Acquirer Shares who (A) who exercise an option to receive dividends in Acquiror Acquirer Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Acquirer Shares) in lieu of receiving cash dividends; , or (B) pursuant to any dividend reinvestment plan or scrip dividend; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Acquirer Shares entitling them to subscribe for or to purchase Acquiror Acquirer Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Acquirer Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: Acquirer Shares (A) shares or securities of Acquiror Acquirer of any class other than Acquiror Acquirer Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror Acquirer Shares); , (B) rights, options or warrants other than those referred to in Subsection Section 2.7(a)(ii); ) above, (C) evidences of indebtedness of Acquiror; Acquirer or (D) assets of AcquirorAcquirer, unless the economic equivalent on a per share Exchangeable Share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror Acquirer in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Reorganization Agreement. (b) Acquiror Acquirer will not, not without the prior approval of ExchangeCo Canco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 13.2 of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Acquirer Shares into a greater number of Acquiror Acquirer Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Acquirer Shares into a lesser number of Acquiror Acquirer Shares; or (iii) reclassify or otherwise change Acquiror Acquirer Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror Acquirer Shares, unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror Acquirer in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Reorganization Agreement. (c) Acquiror Acquirer will ensure that the record date for any event referred to in Subsections Section 2.7(a) or 2.7(b) as such events apply to the Exchangeable Sharesabove, or (if no record date is applicable for such event) the effective date for any such event, is not less than five Business Days after the same as the record date on which such event is declared or effective date, as applicable, announced by Acquirer (with respect contemporaneous notification thereof by Acquirer to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateCanco);. (d) The Board of Directors of ExchangeCo Canco shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in Subsections Section 2.7(a) or 2.7(b) above and each such determination shall be conclusive and binding on Acquiror Acquirer and the holders of the Exchangeable Shares. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of ExchangeCo Canco to be relevant, be considered by the Board of Directors of ExchangeCoCanco: (i) in the case of any stock dividend or other distribution payable in Acquiror Acquirer Shares, the number of such shares issued as a result of any stock dividend or other distribution in proportion to the number of Acquiror Acquirer Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Acquirer Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Acquirer Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility of the Acquiror Acquirer Shares and the term of any such instrument; (iii) in the case of the issuance or distribution of any other form of property (including any shares or securities of Acquiror Acquirer of any class other than Acquiror Acquirer Shares, any rights, options or warrants other than those referred to in Subsection Section 2.7(d)(ii)) above, any evidences of indebtedness of Acquiror Acquirer or any assets of AcquirorAcquirer), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo Canco in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Common Acquirer Share and the Current Market Price; (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror Acquirer Shares into a greater number of Acquiror Acquirer Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror Acquirer Shares into a lesser number of Acquiror Acquirer Shares or any amalgamation, merger, reorganization or other transaction affecting Acquiror Acquirer Shares, the effect thereof upon the then outstanding Acquiror Acquirer Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Acquirer Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). (e) ExchangeCo Canco agrees that, to the extent required, upon due notice from AcquirorAcquirer, ExchangeCo Canco will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCoCanco, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent with respect to the Acquiror Acquirer Shares and Exchangeable Shares as provided for in this Section 2.7.

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror Newmont or its Affiliates affiliates are outstanding: (a) Acquiror Newmont will not, not without prior approval of ExchangeCo Acquisitionco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 (S)10(2) of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Newmont Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Newmont Shares) to the holders of all or substantially all of the then outstanding Acquiror Newmont Shares by way of stock dividend or other distribution, other than an issue of Acquiror Newmont Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Newmont Shares) to holders of Acquiror Shares: Newmont Shares (Ai) who exercise an option to receive dividends in Acquiror Newmont Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Newmont Shares) in lieu of receiving cash dividends; , or (Bii) pursuant to any dividend reinvestment plan or scrip dividendsimilar arrangement; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Newmont Shares entitling them to subscribe for or to purchase Acquiror Newmont Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Newmont Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: Newmont Shares (A) shares or securities (including evidence of Acquiror indebtedness) of Newmont of any class other than Acquiror Shares (other than shares Newmont Shares or securities convertible into or exchangeable for or carrying rights to acquire Acquiror Newmont Shares); , or (B) rights, options options, warrants or warrants other assets other than those referred to in Subsection Section 2.7(a)(ii); (C) evidences of indebtedness of Acquiror; or (D) assets of Acquiror, unless in each case the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares and at least 7 days prior written notice thereof is given to the holders of Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror Newmont in order to give effect to and to consummate consummate, is in furtherance of or is otherwise in connection with the transactions contemplated by, and in accordance with, the Arrangement AgreementPlan of Arrangement. (b) Acquiror Newmont will not, not without the prior approval of ExchangeCo Acquisitionco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 (S)10(2) of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Newmont Shares into a greater number of Acquiror Newmont Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Newmont Shares into a lesser number of Acquiror Newmont Shares; or (iii) reclassify or otherwise change Acquiror Newmont Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror Newmont Shares, ; unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares and at least seven days prior written notice is given to the holders of Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (c) Acquiror Newmont will ensure that the record date for any event referred to in Subsections Section 2.7(a) or Section 2.7(b) as such events apply to the Exchangeable Shares), or (if no record date is applicable for such event) the effective date for any such event, is not less than five business days after the same as the record date on which such event is declared or effective date, as applicable, announced by Newmont (with respect contemporaneous notification thereof by Newmont to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateAcquisitionco);. (d) The Board of Directors of ExchangeCo Acquisitionco shall determine, acting in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in Subsections Section 2.7(a) or Section 2.7(b) and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable SharesNewmont. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of ExchangeCo Acquisitionco to be relevant, be considered by the Board of Directors of ExchangeCoAcquisitionco: (i) in the case of any stock dividend or other distribution payable in Acquiror Newmont Shares, the number of such shares issued in proportion to the number of Acquiror Newmont Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Newmont Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Newmont Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility Price of the Acquiror Shares and the term of such instrumenta Newmont Share; (iii) in the case of the issuance or distribution of any other form of property (including any shares or securities of Acquiror Newmont of any class other than Acquiror Newmont Shares, any rights, options or warrants other than those referred to in Subsection Section 2.7(d)(ii), any evidences of indebtedness of Acquiror Newmont or any assets of AcquirorNewmont), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo Acquisitionco in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Common Newmont Share and the Current Market PricePrice of a Newmont Share; (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror Newmont Shares into a greater number of Acquiror Newmont Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror Newmont Shares into a lesser number of Acquiror Newmont Shares or any amalgamation, merger, reorganization or other transaction affecting Acquiror Newmont Shares, the effect thereof upon the then outstanding Acquiror Newmont Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Newmont Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). (e) ExchangeCo Acquisitionco agrees that, to the extent required, upon due notice from AcquirorNewmont, ExchangeCo Acquisitionco will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCoAcquisitionco, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent equivalence with respect to the Acquiror Newmont Shares and Exchangeable Shares as provided for in this Section 2.7.

Economic Equivalence. (1) So long as any Exchangeable Shares not owned by Acquiror Contango or its Affiliates affiliates are outstanding: (a) Acquiror will not, Contango shall not without the prior approval of ExchangeCo the Acquiror and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 27.10(b) of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Contango Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Contango Shares) to the holders of all or substantially all of the then outstanding Acquiror Contango Shares by way of stock or share dividend or other distribution, other than an issue of Acquiror Contango Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Contango Shares) to holders of Acquiror Shares: Contango Shares (A) who exercise an option to receive dividends in Acquiror Contango Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Contango Shares) in lieu of receiving cash dividends; , or (B) pursuant to any dividend reinvestment plan or scrip dividenddividend or similar arrangement; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Contango Shares entitling them to subscribe for or to purchase Acquiror Contango Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Contango Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: Contango Shares (A) shares or securities of Acquiror Contango of any class other than Acquiror Contango Shares (other than shares or securities convertible into or exchangeable for or carrying rights to acquire Acquiror Contango Shares); , (B) rights, options options, warrants or warrants other assets other than those referred to in Subsection 2.7(a)(iiSection 2.7(1)(a)(ii); , (C) evidences evidence of indebtedness of Acquiror; Contango or (D) assets of AcquirorContango; unless, unless in each case, the Acquiror issues or distributes the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares; provided provided, however, that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror Contango in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement AgreementAgreement and the Plan of Arrangement. (b) Acquiror will not, Contango shall not without the prior approval of ExchangeCo the Acquiror and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 27.10(b) of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Contango Shares into a greater number of Acquiror Contango Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Contango Shares into a lesser number of Acquiror Contango Shares; or (iii) reclassify or otherwise change Acquiror the Contango Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror Contango Shares; unless, unless in each case, the same subdivision, redivision, reduction, combination or an economically consolidation, as applicable or a change that provides economic equivalence and equivalent change shall voting rights is made simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares; provided, and such change is permitted under applicable law; provided however, that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror Contango in order to give effect to and to consummate the transactions contemplated by, and in accordance with, with the Arrangement AgreementAgreement and the Plan of Arrangement. (c) Acquiror will Contango shall ensure that the record date for any event referred to in Subsections 2.7(aSection 2.7(1)(a) or 2.7(b) as such events apply to the Exchangeable SharesSection 2.7(1)(b), or (if no record date is applicable for such event) the effective date for any such event, is not less than five Business Days after the same as the record date on which such event is declared or effective date, as applicable, announced by Contango (with respect contemporaneous notification thereof by Contango to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateAcquiror);. (d2) The Board board of Directors directors of ExchangeCo the Acquiror shall determine, in good faith and in its sole discretiondiscretion (with the assistance of such financial or other advisors as the board of directors may determine), “economic equivalence equivalence” for the purposes of any event referred to in Subsections 2.7(aSection 2.7(1)(a) or 2.7(bSection 2.7(1)(b) and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable SharesContango, absent manifest error. In making each such determination, the following factors shall, without excluding other factors determined by the Board board of Directors directors of ExchangeCo the Acquiror to be relevant, be considered by the Board board of Directors directors of ExchangeCothe Acquiror: (ia) in the case of any stock or share dividend or other distribution payable in Acquiror Contango Shares, the number of such shares issued as a result of such stock or share dividend or other distribution in proportion to the number of Acquiror Contango Shares previously outstanding; (iib) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Contango Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Contango Shares), the relationship between the exercise price of each such right, option or warrant warrant, the number of such rights, options or warrants to be issued or distributed in respect of each Contango Share and the Current Market PricePrice of a Contango Share, the price volatility of the Acquiror Contango Shares and the term terms of any such instrument; (iiic) in the case of the issuance or distribution of any other form of property (including including, without limitation, any shares or securities of Acquiror Contango of any class other than Acquiror Contango Shares, any rights, options or warrants other than those referred to in Subsection 2.7(d)(iiSection 2.7(2)(b), any evidences of indebtedness of Acquiror Contango or any assets of AcquirorContango), the relationship between the fair market value (as determined by the Board board of Directors directors of ExchangeCo the Acquiror in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Common Contango Share and the Current Market PricePrice of a Contango Share; (ivd) in the case of any subdivision, redivision or change of the then outstanding Acquiror Contango Shares into a greater number of Acquiror Contango Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror Contango Shares into a lesser number of Acquiror Contango Shares or any amalgamation, merger, arrangement, reorganization or other transaction affecting Acquiror Contango Shares, the effect thereof upon the then outstanding Acquiror Contango Shares; and (ve) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Contango Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). (e3) ExchangeCo The Acquiror agrees that, to the extent required, upon due notice from AcquirorContango, ExchangeCo will use its reasonable best efforts to the Acquiror shall take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCothe Acquiror, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent equivalence with respect to the Acquiror Contango Shares and Exchangeable Shares as provided for in this Section 2.7.

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror or its Affiliates are outstanding: (a) Acquiror Infospace will not, not without prior approval of ExchangeCo Infospace Canada and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 section [11 or 12] of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Infospace Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Infospace Common Shares) to the holders of all or substantially all of the then outstanding Acquiror Infospace Common Shares by way of stock dividend or other distribution, other than an issue of Acquiror Infospace Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Infospace Common Shares) to holders of Acquiror Shares: (A) Infospace Common Shares who exercise an option to receive dividends in Acquiror Infospace Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Infospace Common Shares) in lieu of receiving cash dividends; or (B) pursuant to any dividend reinvestment plan or scrip dividend; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Infospace Common Shares entitling them to subscribe for or to purchase Acquiror Infospace Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Infospace Common Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: Infospace Common Shares (A) shares or securities of Acquiror Infospace of any class other than Acquiror Infospace Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror Infospace Common Shares); , (B) rights, options or warrants other than those referred to in Subsection section 2.7(a)(ii); ) above, (C) evidences of indebtedness of Acquiror; Infospace or (D) assets of AcquirorInfospace, unless the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror Infospace in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement and Acquisition Agreement. (b) Acquiror Infospace will not, not without the prior approval of ExchangeCo Infospace Canada and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 section [11 or 12] of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Infospace Common Shares into a greater number of Acquiror Infospace Common Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Infospace Common Shares into a lesser number of Acquiror Infospace Common Shares; or (iii) reclassify or otherwise change Acquiror Infospace Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror Infospace Common Shares, unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (c) Acquiror Infospace will ensure that the record date for any event referred to in Subsections 2.7(asection 2.7 (a) or 2.7(b2.7 (b) as such events apply to the Exchangeable Sharesabove, or (if no record date is applicable for such event) the effective date for any such event, is not less than five Business Days after the same as the record date on which such event is declared or effective date, as applicable, announced by Infospace (with respect contemporaneous notification thereof by Infospace to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateInfospace Canada);. (d) The Board of Directors of ExchangeCo Infospace Canada shall determine, in good faith and in its sole discretiondiscretion acting reasonably, economic equivalence for the purposes of any event referred to in Subsections section 2.7(a) or 2.7(b) above and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable SharesInfospace. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of ExchangeCo Infospace Canada to be relevant, be considered by the Board of Directors of ExchangeCoInfospace Canada: (i) in the case of any stock dividend or other distribution payable in Acquiror Infospace Common Shares, the number of such shares issued in proportion to the number of Acquiror Infospace Common Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Infospace Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Infospace Common Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, current market value (as determined by the volatility Board of Directors of Infospace Canada in the Acquiror Shares and the term manner above contemplated) of such instrumentan Infospace Common Share; (iii) in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Acquiror Infospace of any class other than Acquiror Infospace Common Shares, any rights, options or warrants other than those referred to in Subsection section 2.7(d)(ii)) above, any evidences of indebtedness of Acquiror Infospace or any assets of AcquirorInfospace), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo Infospace Canada in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Infospace Common Share and the Current Market Pricecurrent market value (as determined by the Board of Directors of Infospace Canada in the manner above contemplated) of an Infospace Common Share; (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror Infospace Common Shares into a greater number of Acquiror Infospace Common Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror Infospace Common Shares into a lesser number of Acquiror Infospace Common Shares or any amalgamation, merger, reorganization or other transaction affecting Acquiror Infospace Common Shares, the effect thereof upon the then outstanding Acquiror Infospace Common Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Infospace Common Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). For purposes of the foregoing determinations, the current market value of any security listed and traded or quoted on a securities exchange shall be the weighted average of the daily trading prices of such security during a period of not less than 20 consecutive trading days ending not more than three trading days before the date of determination on the principal securities exchange on which such securities are listed and traded or quoted; provided, however, that if in the opinion of the Board of Directors of Infospace Canada the public distribution or trading activity of such securities during such period does not create a market which reflects the fair market value of such securities, then the current market value thereof shall be determined by the Board of Directors of Infospace Canada, in good faith and in its sole discretion, and provided further that any such determination by the Board of Directors of Infospace Canada shall be conclusive and binding on Infospace. (e) ExchangeCo Infospace Canada agrees that, to the extent required, upon due notice from AcquirorInfospace, ExchangeCo Infospace Canada will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCoInfospace Canada, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent with respect to the Acquiror Infospace Common Shares and Exchangeable Shares as provided for in this Section section 2.7.

Economic Equivalence. So long as any Spectra Energy Exchangeable Shares not owned by Acquiror or its Affiliates are outstanding: (a) Acquiror Spectra Energy will not, without prior approval of ExchangeCo Exchangeco and the prior approval of the holders of the Spectra Energy Exchangeable Shares given in accordance with Section 10.2 of the Spectra Energy Exchangeable Share Provisions: (i) issue or distribute Acquiror Spectra Energy Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Spectra Energy Common Shares) to the holders of all or substantially all of the then outstanding Acquiror Spectra Energy Common Shares by way of stock dividend or other distribution, other than an issue of Acquiror Spectra Energy Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Spectra Energy Common Shares) to holders of Acquiror Shares: Spectra Energy Common Shares who (A) who exercise an option to receive dividends in Acquiror Spectra Energy Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Spectra Energy Common Shares) in lieu of receiving cash dividends; , or (B) pursuant to any dividend reinvestment plan or scrip dividend; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Spectra Energy Common Shares entitling them to subscribe for or to purchase Acquiror Spectra Energy Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Spectra Energy Common Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: Spectra Energy Common Shares (A) shares or securities of Acquiror Spectra Energy of any class other than Acquiror Spectra Energy Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror Spectra Energy Common Shares); , (B) rights, options or warrants other than those referred to in Subsection Section 2.7(a)(ii); ) above, (C) evidences of indebtedness of Acquiror; Spectra Energy or (D) assets of AcquirorSpectra Energy, unless the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Spectra Energy Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (b) Acquiror Spectra Energy will not, not without the prior approval of ExchangeCo Exchangeco and the prior approval of the holders of the Spectra Energy Exchangeable Shares given in accordance with Section 10.2 of the Spectra Energy Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Spectra Energy Common Shares into a greater number of Acquiror Spectra Energy Common Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Spectra Energy Common Shares into a lesser number of Acquiror Spectra Energy Common Shares; or (iii) reclassify or otherwise change Acquiror Spectra Energy Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror Spectra Energy Common Shares, unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Spectra Energy Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (c) Acquiror Spectra Energy will ensure that the record date for any event referred to in Subsections Section 2.7(a) or 2.7(b) as such events apply to the Exchangeable Sharesabove, or (if no record date is applicable for such event) the effective date for any such event, is not less than five Business Days after the same as the record date on which such event is declared or effective date, as applicable, announced by Spectra Energy (with respect contemporaneous notification thereof by Spectra Energy to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateExchangeco);. (d) The Board of Directors of ExchangeCo Exchangeco shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in Subsections Section 2.7(a) or 2.7(b) above and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable SharesSpectra Energy. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of ExchangeCo Exchangeco to be relevant, be considered by the Board of Directors of ExchangeCoExchangeco: (i) in the case of any stock dividend or other distribution payable in Acquiror Spectra Energy Common Shares, the number of such shares issued in proportion to the number of Acquiror Spectra Energy Common Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Spectra Energy Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Spectra Energy Common Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility of the Acquiror Shares and the term of such instrument; (iii) in the case of the issuance or distribution of any other form of property (including any shares or securities of Acquiror Spectra Energy of any class other than Acquiror Spectra Energy Common Shares, any rights, options or warrants other than those referred to in Subsection Section 2.7(d)(ii)) above, any evidences of indebtedness of Acquiror Spectra Energy or any assets of AcquirorSpectra Energy), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo Exchangeco in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Spectra Energy Common Share and the Current Market Price; (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror Spectra Energy Common Shares into a greater number of Acquiror Spectra Energy Common Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror Spectra Energy Common Shares into a lesser number of Acquiror Spectra Energy Common Shares or any amalgamation, merger, reorganization or other transaction affecting Acquiror Spectra Energy Common Shares, the effect thereof upon the then outstanding Acquiror Spectra Energy Common Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Spectra Energy Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Spectra Energy Common Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Spectra Energy Exchangeable Shares). (e) ExchangeCo Exchangeco agrees that, to the extent required, upon due notice from AcquirorSpectra Energy, ExchangeCo Exchangeco will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCoExchangeco, or subdivisions, redivisions or changes are made to the Spectra Energy Exchangeable Shares, in order to implement the required economic equivalent equivalence with respect to the Acquiror Spectra Energy Common Shares and Spectra Energy Exchangeable Shares as provided for in this Section 2.7. Nothing in this Agreement shall affect the rights of Exchangeco to redeem (or Callco to purchase pursuant to the Spectra Energy Redemption Call Right) Spectra Energy Exchangeable Shares, as applicable, in the event of a Spectra Energy Extraordinary Distribution.

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror Molycorp or its Affiliates affiliates are outstanding: (a) Acquiror will not, Molycorp shall not without prior approval of ExchangeCo Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 11(b) of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Molycorp Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Molycorp Shares) to the holders of all or substantially all of the then outstanding Acquiror Molycorp Shares by way of stock dividend or other distribution, other than an issue of Acquiror Molycorp Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Molycorp Shares) to holders of Acquiror Shares: Molycorp Shares (A) who exercise an option to receive dividends in Acquiror Molycorp Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Molycorp Shares) in lieu of receiving cash dividends; dividends or (B) pursuant to any dividend reinvestment plan or scrip dividendsimilar arrangement; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Molycorp Shares entitling them to subscribe for or to purchase Acquiror Molycorp Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Molycorp Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: Molycorp Shares (A) shares or securities of Acquiror Molycorp of any class other than Acquiror Molycorp Shares (other than shares or securities convertible into or exchangeable for or carrying rights to acquire Acquiror Molycorp Shares); , (B) rights, options options, warrants or warrants other assets other than those referred to in Subsection Section 2.7(a)(ii); , (C) evidences evidence of indebtedness of Acquiror; Molycorp or (D) assets of AcquirorMolycorp, unless unless, in each case, (x) Exchangeco is permitted under applicable law to issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued to holders of the Exchangeable Shares and (y) Exchangeco shall issue or distributed distribute the economic equivalent of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to holders of the Exchangeable Shares; , provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror Molycorp in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (b) Acquiror will not, Molycorp shall not without the prior approval of ExchangeCo Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 11(b) of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Molycorp Shares into a greater number of Acquiror Molycorp Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Molycorp Shares into a lesser number of Acquiror Molycorp Shares; or (iii) reclassify or otherwise change Acquiror Molycorp Shares or effect an amalgamation, merger, arrangement, reorganization or other transaction affecting the Acquiror Molycorp Shares; unless, unless in each case, (x) Exchangeco is permitted under applicable law to make the same or an economically equivalent change shall to, or in the rights of holders of, the Exchangeable Shares, and (y) the same or an economically equivalent change is made simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror Molycorp in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (c) Acquiror will Molycorp shall ensure that the record date for any event referred to in Subsections Section 2.7(a) or Section 2.7(b) as such events apply to the Exchangeable Sharesor, or (if no record date is applicable for such event) , the effective date for any such event, is not less than ten Business Days after the same as the record date on which such event is declared or effective date, as applicable, announced by Molycorp (with respect contemporaneous notification thereof by Molycorp to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateExchangeco);. (d) The Board board of Directors directors of ExchangeCo Exchangeco shall determine, in good faith and in its sole discretiondiscretion (with the assistance of such financial or other advisors as the board of may determine), “economic equivalence equivalence” for the purposes of any event referred to in Subsections Section 2.7(a) or Section 2.7(b) and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable SharesMolycorp. In making each such determination, the following factors shall, without excluding other factors determined by the Board board of Directors directors of ExchangeCo Exchangeco to be relevant, be considered by the Board board of Directors directors of ExchangeCoExchangeco: (i) in the case of any stock dividend or other distribution payable in Acquiror Molycorp Shares, the number of such shares issued in proportion to the number of Acquiror Molycorp Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Molycorp Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Molycorp Shares), the relationship between the exercise price of each such right, option or warrant and warrant, the Current Market PricePrice of a Molycorp Share, the volatility of the Acquiror Molycorp Shares and the term terms of any such instrument; (iii) in the case of the issuance or distribution of any other form of property (including any shares or securities of Acquiror Molycorp of any class other than Acquiror Molycorp Shares, any rights, options or warrants other than those referred to in Subsection Section 2.7(d)(ii), any evidences of indebtedness of Acquiror Molycorp or any assets of AcquirorMolycorp), the relationship between the fair market value (as determined by the Board board of Directors directors of ExchangeCo Exchangeco in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Common Molycorp Share and the Current Market PricePrice of a Molycorp Share; (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror Molycorp Shares into a greater number of Acquiror Molycorp Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror Molycorp Shares into a lesser number of Acquiror Molycorp Shares or any amalgamation, merger, arrangement, reorganization or other transaction affecting Acquiror Molycorp Shares, the effect thereof upon the then outstanding Acquiror Molycorp Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Molycorp Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing withholding taxes and marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). (e) ExchangeCo Exchangeco agrees that, to the extent required, upon due notice from AcquirorMolycorp, ExchangeCo will Exchangeco shall use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCoExchangeco, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent equivalence with respect to the Acquiror Molycorp Shares and Exchangeable Shares as provided for in this Section 2.7.

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror or its Affiliates are outstanding: (a) Acquiror will not, without prior approval of ExchangeCo Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares) to the holders of all or substantially all of the then outstanding Acquiror Shares by way of stock dividend or other distribution, other than an issue of Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares) to holders of Acquiror Shares: (Aa) who exercise an option to receive dividends in Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares) in lieu of receiving cash dividends; or (Bb) pursuant to any dividend reinvestment plan or scrip dividend; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Shares entitling them to subscribe for or to purchase Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: (Ac) shares or securities of Acquiror of any class other than Acquiror Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror Shares); (Bd) rights, options or warrants other than those referred to in Subsection 2.7(a)(ii); (Ce) evidences of indebtedness of Acquiror; or (Df) assets of Acquiror, unless the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (b) Acquiror will not, without the prior approval of ExchangeCo Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Shares into a greater number of Acquiror Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Shares into a lesser number of Acquiror Shares; or (iii) reclassify or otherwise change Acquiror Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror Shares, unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (c) Acquiror will ensure that the record date for any event referred to in Subsections 2.7(a) or 2.7(b) as such events apply to the Exchangeable Shares, or (if no record date is applicable for such event) the effective date for any such event, is the same as the record date or effective date, as applicable, with respect to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo Exchangeco at the time Acquiror declares or announces such record date or effective date); (d) The the Board of Directors of ExchangeCo Exchangeco shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in Subsections 2.7(a) or 2.7(b) and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable Shares. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of ExchangeCo Exchangeco to be relevant, be considered by the Board of Directors of ExchangeCoExchangeco: (i) in the case of any stock dividend or other distribution payable in Acquiror Shares, the number of such shares issued in proportion to the number of Acquiror Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility of the Acquiror Shares and the term of such instrument; (iii) in the case of the issuance or distribution of any other form of property (including any shares or securities of Acquiror of any class other than Acquiror Shares, any rights, options or warrants other than those referred to in Subsection 2.7(d)(ii), any evidences of indebtedness of Acquiror or any assets of Acquiror), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo Exchangeco in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Common Share and the Current Market Price; (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror Shares into a greater number of Acquiror Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror Shares into a lesser number of Acquiror Shares or any amalgamation, merger, reorganization or other transaction affecting Acquiror Shares, the effect thereof upon the then outstanding Acquiror Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). (e) ExchangeCo Exchangeco agrees that, to the extent required, upon due notice from Acquiror, ExchangeCo Exchangeco will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCoExchangeco, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent with respect to the Acquiror Shares and Exchangeable Shares as provided for in this Section 2.7.

Economic Equivalence. So long as any Exchangeable Shares (1) The Parent will not owned by Acquiror or its Affiliates are outstanding: (a) Acquiror will not, without the prior approval of ExchangeCo the Corporation and the prior approval of the holders of the Exchangeable Preferred Shares given in accordance with Section 10.2 9.2 of the Exchangeable Preferred Share Provisions: (ia) issue or distribute Acquiror Shares shares of Parent Common Stock (or securities exchangeable Preferred for or convertible into or carrying rights to acquire Acquiror Sharesshares of Parent Common Stock) to the holders of all or substantially all of the then outstanding Acquiror Shares Parent Common Stock by way of stock dividend or other distribution, other than an issue of Acquiror Shares shares of Parent Common Stock (or securities exchangeable Preferred for or convertible into or carrying rights to acquire Acquiror Sharesshares of Parent Common Stock) to holders of Acquiror Shares: (A) shares of Parent Common Stock who exercise an option to receive dividends in Acquiror Shares Parent Common Stock (or securities exchangeable Preferred for or convertible into or carrying rights to acquire Acquiror Sharesshares of Parent Common Stock) in lieu of receiving cash dividends; or (B) pursuant to any dividend reinvestment plan or scrip dividend; or; (iib) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Shares shares of Parent Common Stock entitling them to subscribe for or to purchase Acquiror Shares shares of Parent Common Stock (or securities exchangeable Preferred for or convertible into or carrying rights to acquire Acquiror Sharesshares of Parent Common Stock); or (iiic) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: shares of Parent Common Stock (Ai) shares or securities of Acquiror the Parent of any class other than Acquiror Shares Parent Common Stock (other than shares convertible into or exchangeable Preferred for or carrying rights to acquire Acquiror Sharesshares of Parent Common Stock); , (Bii) rights, options or warrants other than those referred to in Subsection 2.7(a)(ii); section 6.7(1) (Cb) above, (iii) evidences of indebtedness of Acquiror; the Parent or (Div) assets of Acquiror, unless the Parent; (x) the Corporation is permitted under applicable law to issue or distribute the economic equivalent on a per share basis of such rights, options, warrantssecurities, shares, evidences of indebtedness or other assets to holders of the Preferred Shares and (y) the Corporation shall issue or distribute such rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Preferred Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (b2) Acquiror The Parent will not, not without the prior approval of ExchangeCo the Corporation and the prior approval of the holders of the Exchangeable Preferred Shares given in accordance with Section 10.2 9.2 of the Exchangeable Preferred Share Provisions: (ia) subdivide, redivide or change the then outstanding Acquiror Shares shares of Parent Common Stock into a greater number of Acquiror Sharesshares of Parent Common Stock; or (iib) reduce, combine, combine or consolidate or change the then outstanding Acquiror Shares shares of Parent Common Stock into a lesser number of Acquiror Sharesshares of Parent Common Stock; or (iiic) reclassify or otherwise change Acquiror Shares the shares of Parent Common Stock or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror Shares, shares of Parent Common Stock; unless (x) the Corporation is permitted under applicable law to simultaneously make the same or an economically equivalent change shall simultaneously be to, or in the rights of holders of, the Preferred Shares and (y) the same or an economically equivalent change is made to, or in the rights of the holders of, the Exchangeable Preferred Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (c3) Acquiror The Parent will ensure that the record date for any event referred to in Subsections 2.7(asection 6.7(1) or 2.7(b6.7(2) as such events apply to the Exchangeable Sharesabove, or (if no record date is applicable for such event) the effective date for any such event, is not less than 20 Business Days after the same as date on which such event is declared or announced by the record date or effective date, as applicable, Parent (with respect simultaneous notice thereof to be given by the Parent to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateCorporation);. (d4) The Board of Directors of ExchangeCo shall determine, in good faith and in its sole discretiondiscretion (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the board may require), economic equivalence for the purposes of any event referred to in Subsections 2.7(asection 6.7(1) or 2.7(b6.7(2) and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable SharesParent. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of ExchangeCo board to be relevant, be considered by the Board of Directors of ExchangeCoDirectors: (ia) in the case of any stock dividend or other distribution payable in Acquiror Sharesshares of Parent Common Stock, the number of such shares issued in proportion to the number of Acquiror Shares shares of Parent Common Stock previously outstanding; (iib) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Shares shares of Parent Common Stock (or securities exchangeable Preferred for or convertible into or carrying rights to acquire Acquiror Sharesshares of Parent Common Stock), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, current market value (as determined by the volatility Board of Directors in the Acquiror Shares and the term manner above contemplated) of such instrumenta share of Parent Common Stock; (iiic) in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Acquiror the Parent of any class other than Acquiror SharesParent Common Stock, any rights, options or warrants other than those referred to in Subsection 2.7(d)(ii)section 6.7(4)(b) above, any evidences of indebtedness of Acquiror the Parent or any assets of Acquirorthe Parent), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror share of Parent Common Share Stock and the Current Market Pricecurrent market value (as determined by the Board of Directors in the manner above contemplated) of a share of Parent Common Stock; (ivd) in the case of any subdivision, redivision or change of the then outstanding Acquiror Shares shares of Parent Common Stock into a greater number of Acquiror Shares shares of Parent Common Stock or the reduction, combination, combination or consolidation or change of the then outstanding Acquiror Shares shares of Parent Common Stock into a lesser number of Acquiror Shares shares of Parent Common Stock or any amalgamation, merger, reorganization or other transaction affecting Acquiror Sharesthe Parent Common Stock, the effect thereof upon the then outstanding Acquiror Sharesshares of Parent Common Stock; and (ve) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Preferred Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Shares shares of Parent Common Stock as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Preferred Shares). (e) ExchangeCo agrees that, to the extent required, upon due notice from Acquiror, ExchangeCo will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the . For purposes of ensuring the foregoing determinations, the current market value of any security listed and traded or quoted on a securities exchange shall be the weighted average of the daily trading prices of such security during a period of not less than 20 consecutive trading days ending not more than five trading days before the date of determination on the principal securities exchange on which such securities are listed and traded or quoted; provided, however, that appropriate dividends are paid if in the opinion of the Board of Directors the public distribution or other distributions are made trading activity of such securities during such period does not create a market that reflects the fair market value of such securities, then the current market value thereof shall be determined by ExchangeCo, or subdivisions, redivisions or changes are made to the Exchangeable SharesBoard of Directors, in order to implement good faith and in its sole discretion (with the required economic equivalent with respect to assistance of such reputable and qualified independent financial advisors and/or other experts as the Acquiror Shares board may require), and Exchangeable Shares as provided for in this Section 2.7further that any such determination by the Board of Directors shall be conclusive and binding on the Parent.

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror or its Affiliates are outstanding: (a) Acquiror Rational will not, not without prior approval of ExchangeCo Acquisition Sub and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 section 11.2 of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Rational Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Rational Common Shares) to the holders of all or substantially all of the then outstanding Acquiror Rational Common Shares by way of stock dividend or other distribution, other than an issue of Acquiror Rational Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Rational Common Shares) to holders of Acquiror Shares: (A) Rational Common Shares who exercise an option to receive dividends in Acquiror Rational Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Rational Common Shares) in lieu of receiving cash dividends; or (B) pursuant to any dividend reinvestment plan or scrip dividend; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Rational Common Shares entitling them to subscribe for or to purchase Acquiror Rational Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Rational Common Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: Rational Common Shares (A) shares or securities of Acquiror Rational of any class other than Acquiror Rational Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror Rational Common Shares); , (B) rights, options or warrants other than those referred to in Subsection section 2.7(a)(ii); ) above, (C) evidences of indebtedness of Acquiror; Rational or (D) assets of AcquirorRational, unless the economic equivalent on a per share basis of such those rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares, in which case, for greater certainty, no approval of the holders of Exchangeable Shares is required other than those approvals required by applicable law despite the waiver of those approval rights pursuant to this Agreement; provided that, for greater certainty, the above restrictions shall do not apply to any securities issued or distributed by Acquiror in order Rational to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Acquisition Agreement. (b) Acquiror Rational will not, not without the prior approval of ExchangeCo Acquisition Sub and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 section 11.2 of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Rational Common Shares into a greater number of Acquiror Rational Common Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Rational Common Shares into a lesser number of Acquiror Rational Common Shares; or (iii) reclassify or otherwise change Acquiror Rational Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror Rational Common Shares, unless the same or an economically equivalent change shall is simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares, and such change is permitted under applicable law; provided thatin which case, for greater certainty, no approval of the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreementholders of Exchangeable Shares is required. (c) Acquiror Rational will ensure that the record date for any event referred to in Subsections section 2.7(a) or 2.7(b2.6(b) as such events apply to the Exchangeable Sharesabove, or (if no record date is applicable for such the event) the effective date for any such that event, is not less than five Business Days after the same as the record date on which that event is declared or effective date, as applicable, announced by Rational (with respect contemporaneous notification by Rational to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateAcquisition Sub);. (d) The Board of Directors of ExchangeCo shall Acquisition Sub will determine, in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in Subsections section 2.7(a) or 2.7(b2.6(b) above and each such determination shall will be conclusive and binding on Acquiror and the holders of the Exchangeable SharesRational. In making each such determination, the following factors shallwill, without excluding other factors determined by the Board of Directors of ExchangeCo Acquisition Sub to be relevant, be considered by the Board of Directors of ExchangeCoAcquisition Sub: (i) in the case of any stock dividend or other distribution payable in Acquiror Rational Common Shares, the number of such those shares issued in proportion to the number of Acquiror Rational Common Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Rational Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Rational Common Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, current market value (as determined by the volatility Board of Directors of Acquisition Sub in the Acquiror Shares and the term manner above contemplated) of such instrumenta Rational Common Share; (iii) in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Acquiror Rational of any class other than Acquiror Rational Common Shares, any rights, options or warrants other than those referred to in Subsection section 2.7(d)(ii)) above, any evidences of indebtedness of Acquiror Rational or any assets of AcquirorRational), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo Acquisition Sub in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Rational Common Share and the Current Market Pricecurrent market value (as determined by the Board of Directors of Acquisition Sub in the manner above contemplated) of a Rational Common Share; (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror Rational Common Shares into a greater number of Acquiror Rational Common Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror Rational Common Shares into a lesser number of Acquiror Rational Common Shares or any amalgamation, merger, reorganization or other transaction affecting Acquiror Rational Common Shares, the effect thereof of the change upon the then outstanding Acquiror Rational Common Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such those consequences may differ from the taxation consequences to holders of Acquiror Rational Common Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). For purposes of the foregoing determinations, the current market value of any security listed and traded or quoted on a securities exchange will be the average of the closing bid and ask prices of that security during a period of not less than 20 consecutive trading days ending not more than three trading days before the date of determination on the principal securities exchange on which that security is listed and traded or quoted; provided, however, that if in the opinion of the Board of Directors of Acquisition Sub the public distribution or trading activity of that security during that period does not create a market which reflects the fair market value of that security, then the current market value will be determined by the Board of Directors of Acquisition Sub, in good faith and in its sole discretion, and provided further that the determination by the Board of Directors of Acquisition Sub will be conclusive and binding on Rational. (e) ExchangeCo Acquisition Sub agrees that, to the extent required, upon due notice from AcquirorRational, ExchangeCo Acquisition Sub will use its reasonable best efforts to take or cause to be taken such all steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCoAcquisition Sub, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent equivalence with respect to the Acquiror Rational Common Shares and Exchangeable Shares as provided for in this Section section 2.7.

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror or its Affiliates are outstanding: (a) Acquiror WACI will not, not without the prior approval of ExchangeCo Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 11 of the Exchangeable Share Provisions: (i) issue or distribute Acquiror WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror WACI Common Shares) to the holders of all or substantially all of the then outstanding Acquiror WACI Common Shares by way of stock dividend or other distribution, other than an issue of Acquiror WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror WACI Common Shares) to holders of Acquiror Shares: (A) WACI Common Shares who exercise an option to receive dividends in Acquiror WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror WACI Common Shares) in lieu of receiving cash dividends; or (B) pursuant to any dividend reinvestment plan or scrip dividend; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror WACI Common Shares entitling them to subscribe for or to purchase Acquiror WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror WACI Common Shares); oror Support Agreement (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: WACI Common Shares (A) shares or securities of Acquiror WACI of any class other than Acquiror WACI Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror WACI Common Shares); , (B) rights, options or warrants other than those referred to in Subsection 2.7(a)(ii); section 2.6(a)(ii) above, (C) evidences of indebtedness of Acquiror; WACI or (D) assets of AcquirorWACI, unless (a) WACI is permitted under applicable law to issue or distribute the economic equivalent on a per share basis of such rights, options, warrantssecurities, shares, evidences of indebtedness or other assets to holders of the Exchangeable Shares; and (b) the economic equivalent on a per share basis of such rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror WACI in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Share Exchange Agreement, or as otherwise permitted by the parties to the Share Exchange Agreement. (b) Acquiror WACI will not, not without the prior approval of ExchangeCo Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 11 of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror WACI Common Shares into a greater number of Acquiror WACI Common Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror WACI Common Shares into a lesser number of Acquiror WACI Common Shares; or (iii) reclassify or otherwise change Acquiror WACI Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror WACI Common Shares, unless (a) WACI is permitted under applicable law to issue or distribute the economic equivalent on a per share basis of such rights, options, securities, shares, evidences of indebtedness or other assets to holders of the Exchangeable Shares; and (b) the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (c) Acquiror WACI will ensure that the record date for any event referred to in Subsections 2.7(asection 2.6(a) or 2.7(b2.6(b) as such events apply to the Exchangeable Sharesabove, or (or, if no record date is applicable for such event) , the effective date for any such event, is not less than ten (10) Business Days after the same as the record date on which such event is declared or effective date, as applicable, announced by WACI (with respect contemporaneous Support Agreement notification thereof by WACI to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateExchangeco);. (d) The Board of Directors of ExchangeCo WACI shall determine, in good faith and in its sole discretiondiscretion acting reasonably (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the Board of Directors may determine necessary or desirable), economic equivalence for the purposes of any event referred to in Subsections 2.7(asection 2.6(a) or 2.7(b2.6(b) above and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable SharesWACI. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of ExchangeCo to be relevant, be considered by the Board of Directors of ExchangeCoDirectors: (i) in the case of any stock dividend or other distribution payable in Acquiror WACI Common Shares, the number of such shares issued in proportion to the number of Acquiror WACI Common Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror WACI Common Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility of the Acquiror Shares and the term of such instrument; (iii) in the case of the issuance or distribution of any other form of property (including including, without limitation, any shares or securities of Acquiror WACI of any class other than Acquiror WACI Common Shares, any rights, options or warrants other than those referred to in Subsection 2.7(d)(ii)section 2.6(d)(ii) above, any evidences of indebtedness of Acquiror WACI or any assets of AcquirorWACI), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo in the manner above contemplatedgood faith acting reasonably) of such property to be issued or distributed with respect to each outstanding Acquiror WACI Common Share and the Current Market Price; (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror WACI Common Shares into a greater number of Acquiror WACI Common Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror WACI Common Shares into a lesser number of Acquiror WACI Common Shares or any amalgamation, merger, reorganization or other transaction affecting Acquiror WACI Common Shares, the effect thereof upon the then outstanding Acquiror WACI Common Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror WACI Common Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).. Support Agreement (e) ExchangeCo Exchangeco agrees that, to the extent required, upon due notice from AcquirorWACI, ExchangeCo Exchangeco will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCoExchangeco, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent with respect to the Acquiror WACI Common Shares and the Exchangeable Shares as provided for in this Section 2.7section 2.6.

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror or its Affiliates Non-Affiliated Holders are outstanding: (a) Acquiror Paid will not, not without prior approval of ExchangeCo Amalco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 B12.2 of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Shares Paid US Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror SharesPaid US Common Stock) to the holders of all or substantially all of the then outstanding Acquiror Shares Paid US Common Stock by way of stock dividend or other distributiondistribution of securities, other than an issue of Acquiror Shares Paid US Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror SharesPaid US Common Stock) to holders of Acquiror SharesPaid US Common Stock who: (A) who exercise an option to receive dividends in Acquiror Shares Paid US Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror SharesPaid US Common Stock) in lieu of receiving cash dividends; or (B) pursuant to any dividend reinvestment plan plan, scrip dividend or scrip dividendsimilar arrangement; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Shares Paid US Common Stock entitling them to subscribe for or to purchase Acquiror Shares Paid US Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror SharesPaid US Common Stock); or (iii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Paid US Preferred Stock entitling them to subscribe for or to purchase Paid US Preferred Stock (or securities exchangeable for or convertible into or carrying rights to acquire Paid US Preferred Stock); or (iv) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: Paid US Common Stock: (A) shares securities of Paid of any type other than Paid US Common Stock (or securities of Acquiror of any class other than Acquiror Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror Sharessuch securities); ; (B) rights, options or warrants other than those referred to in Subsection 2.7(a)(ii); Section 2.7(a)(iii) above; (C) evidences of indebtedness of AcquirorPaid; or or (D) assets of AcquirorPaid; or (v) issue or distribute to the holders of all or substantially all of the then outstanding Paid US Preferred Stock: (A) securities of Paid of any type other than Paid US Preferred Stock (or securities convertible into or exchangeable for or carrying rights to acquire such securities); (B) rights, options or warrants other than those referred to in Section 2.7(a)(iv) above; (C) evidences of indebtedness of Paid; or (D) assets of Paid, unless (x) Amalco is permitted under applicable Law to issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, sharesevidences of indebtedness or other assets to holders of the Exchangeable Shares, and (y) Amalco shall issue or distribute the economic equivalent of such rights, options, warrants, securities, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the such Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (b) Acquiror Paid will not, not without the prior approval of ExchangeCo Amalco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 B12.2 of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Shares Paid US Common Stock or Paid US Preferred Stock into a greater number of Acquiror SharesPaid US Common Stock or Paid US Preferred Stock, respectively; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Shares Paid US Common Stock or Paid US Preferred Stock into a lesser number of Acquiror SharesPaid US Common Stock or Paid US Preferred Stock, respectively; or (iii) reclassify or otherwise change Acquiror Shares the rights, privileges or other terms of the then outstanding Paid US Common Stock or Paid US Preferred Stock or effect an amalgamation, merger, reorganization or other transaction involving or affecting the Acquiror Shares, Paid US Common Stock or Paid US Preferred Stock; unless (x) Amalco is permitted under applicable Law to make the same or an economically equivalent change shall to, or in the rights of holders of, the Exchangeable Shares, and (y) the same or an economically equivalent change is made simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (c) Acquiror Paid will ensure that the record date for any event referred to in Subsections Section 2.7(a) or Section 2.7(b) as such events apply to the Exchangeable Shares), or (if no record date is applicable for such event) the effective date for any such event, is not less than ten Business Days after the same as the record date on which such event is declared or effective date, as applicable, announced by Paid (with respect simultaneous notification thereof by Paid to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateAmalco);. (d) The Board board of Directors directors of ExchangeCo Amalco shall determine, acting in good faith and in its sole discretiondiscretion (with the assistance of such reputable and qualified financial advisors and/or other experts as the board may require), economic equivalence for the purposes of any event referred to in Subsections Section 2.7(a) or Section 2.7(b) and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable SharesPaid. In making each such determination, the following factors shall, without excluding other factors determined by the Board board of Directors directors of ExchangeCo Amalco to be relevant, be considered by the Board board of Directors directors of ExchangeCoAmalco: (i) in the case of any stock dividend or other distribution payable in Acquiror SharesPaid US Common Stock, the number of such shares securities issued in proportion to the number of Acquiror Shares Paid US Common Stock previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Shares Paid US Common Stock or Paid US Preferred Stock (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror SharesPaid US Common Stock or Paid US Preferred Stock, respectively), the relationship between the exercise price of each such right, option or warrant and the Current Market PriceExchangeable Preferred Share Consideration, the volatility of the Acquiror Shares Paid US Common Stock or Paid US Preferred Stock (as the case may be), and the term of any such instrument; (iii) in the case of the issuance or distribution of any other form of property (including including, without limitation, any shares or securities of Acquiror Paid of any class type other than Acquiror SharesPaid US Common Stock or Paid US Preferred Stock, any rights, options or warrants other than those referred to in Subsection Section 2.7(d)(ii), any evidences of indebtedness of Acquiror Paid or any assets of AcquirorPaid), the relationship between the fair market value (as determined by the Board board of Directors directors of ExchangeCo Amalco in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Paid US Common Stock or Paid US Preferred Stock and Exchangeable Preferred Share and the Current Market Price;Consideration; and (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror Shares Paid US Common Stock or Paid US Preferred Stock into a greater number of Acquiror Shares Paid US Common Stock or Paid US Preferred Stock, respectively, or the reduction, combination, consolidation or change of the then outstanding Acquiror Shares Paid US Common Stock or Paid US Preferred Stock into a lesser number of Acquiror Shares Paid US Common Stock or Paid US Preferred Stock, respectively, or any amalgamation, merger, reorganization or other transaction affecting Acquiror Sharesthe Paid US Common Stock or the Paid US Preferred Stock, the effect thereof upon the then outstanding Acquiror Shares; and (v) in all such casesPaid US Common Stock or Paid US Preferred Stock, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares)respectively. (e) ExchangeCo Amalco agrees that, to the extent required, upon due notice from AcquirorPaid, ExchangeCo Amalco will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCoAmalco, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent equivalence with respect to the Acquiror Shares Paid US Common Stock and Paid US Preferred Stock and the Exchangeable Shares as provided for in this Section 2.7. Paid and Amalco shall use commercially reasonable efforts to ensure that all steps taken to provide for the continuing economic equivalence of the Exchangeable Shares and the Paid US Common Stock and Paid US Preferred Stock do not result in immediate taxable income or gain for Canadian income tax purposes to holders of Exchangeable Shares.

Economic Equivalence. (1) So long as any Exchangeable Shares not owned by Acquiror Parent or its Affiliates are outstanding: (a) Acquiror will not, Parent shall not without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 26.11(b) of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Shares Delaware Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror SharesDelaware Common Stock) to the holders of all or substantially all of the then outstanding Acquiror Shares Delaware Common Stock by way of stock or share dividend or other distribution, other than an issue of Acquiror Shares Delaware Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror SharesDelaware Common Stock) to holders of Acquiror Shares: Delaware Common Stock (A) who exercise an option to receive dividends in Acquiror Shares Delaware Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror SharesDelaware Common Stock) in lieu of receiving cash dividends; or , (B) pursuant to any dividend reinvestment plan or scrip dividenddividend or similar arrangement, or (C) pursuant to a Preferred Stock Rights Agreement, as that term is defined in the Exchangeable Share Provisions; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Shares Delaware Common Stock entitling them to subscribe for or to purchase Acquiror Shares (Delaware Common Stock or securities exchangeable for or convertible into or carrying rights to acquire Acquiror SharesDelaware Common Stock (other than pursuant to a Preferred Stock Rights Agreement, as that term is defined in the Exchangeable Share Provisions); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: Delaware Common Stock (A) shares or securities of Acquiror Parent of any class other than Acquiror Shares Delaware Common Stock (other than shares or securities convertible into or exchangeable for or carrying rights to acquire Acquiror SharesDelaware Common Stock); , (B) rights, options options, warrants or warrants other assets other than those referred to in Subsection 2.7(a)(iiSection 2.7(1)(a)(ii); , (C) evidences evidence of indebtedness of Acquiror; Parent, or (D) assets of AcquirorParent, unless except pursuant to a Preferred Stock Rights Agreement, as that term is defined in the Exchangeable Share Provisions; unless, in each case, ExchangeCo issues or distributes the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable SharesShares or makes an adjustment to the Exchangeable Share Exchange Ratio in accordance with the terms of the Exchangeable Share Provisions; provided provided, however, that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror Parent in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Transaction Agreement and the Plan of Arrangement; provided, further, that the foregoing limitations and restrictions set forth in this Section 2.7(1)(a) shall not apply to actions taken by Parent relating to a Preferred Stock Rights Agreement, as that term is defined in the Exchangeable Share Provisions. (b) Acquiror will not, Parent shall not without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 26.11(b) of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Shares Delaware Common Stock into a greater number of Acquiror SharesDelaware Common Stock; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Shares Delaware Common Stock into a lesser number of Acquiror SharesDelaware Common Stock; or (iii) reclassify or otherwise change Acquiror Shares the Delaware Common Stock or effect an amalgamation, merger, combination, reorganization or other transaction affecting the Acquiror SharesDelaware Common Stock; unless, unless in each case, the same or an economically equivalent change shall is made simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares; provided, and such change is permitted under applicable law; provided however, that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror Parent in order to give effect to and to consummate the transactions contemplated by, and in accordance withwith the Transaction Agreement and the Plan of Arrangement; provided, further, that the Arrangement foregoing limitations and restrictions set forth in this Section 2.7(1)(b) shall not apply to actions taken by Parent relating to a Preferred Stock Rights Agreement, as that term is defined in the Exchangeable Share Provisions. (c) Acquiror will ensure that the record date for any event referred to in Subsections 2.7(a) or 2.7(b) as such events apply to the Exchangeable Shares, or (if no record date is applicable for such event) the effective date for any such event, is the same as the record date or effective date, as applicable, with respect to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective date); (d2) The Board board of Directors directors of ExchangeCo shall determine, in good faith and in its sole discretiondiscretion (with the assistance of such financial or other advisors as the board of may determine), “economic equivalence equivalence” for the purposes of any event referred to in Subsections 2.7(aSection 2.7(1)(a) or 2.7(bSection 2.7(1)(b) and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable SharesParent. In making each such determination, the following factors shall, without excluding other factors determined by the Board board of Directors directors of ExchangeCo to be relevant, be considered by the Board board of Directors directors of ExchangeCo: (ia) in the case of any stock or share dividend or other distribution payable in Acquiror SharesDelaware Common Stock, the number of such shares issued as a result of such stock or share dividend or other distribution in proportion to the number of Acquiror Shares Delaware Common Stock previously outstanding; (iib) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Shares Delaware Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror SharesDelaware Common Stock), the relationship between the exercise price of each such right, option or warrant warrant, the number of such rights, options or warrants to be issued or distributed in respect of each Delaware Common Stock and the Current Market PricePrice of a Delaware Common Stock, the price volatility of the Acquiror Shares Delaware Common Stock and the term terms of any such instrument; (iiic) in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Acquiror Parent of any class other than Acquiror SharesDelaware Common Stock, any rights, options or warrants other than those referred to in Subsection 2.7(d)(iiSection 2.7(2)(b), any evidences of indebtedness of Acquiror Parent or any assets of AcquirorParent), the relationship between the fair market value (as determined by the Board board of Directors directors of ExchangeCo in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Delaware Common Share Stock and the Current Market PricePrice of the Delaware Common Stock; (ivd) in the case of any subdivision, redivision or change of the then outstanding Acquiror Shares Delaware Common Stock into a greater number of Acquiror Shares Delaware Common Stock or the reduction, combination, consolidation or change of the then outstanding Acquiror Shares Delaware Common Stock into a lesser number of Acquiror Shares Delaware Common Stock or any amalgamation, merger, combination, arrangement, reorganization or other transaction affecting Acquiror SharesDelaware Common Stock, the effect thereof upon the then outstanding Acquiror SharesDelaware Common Stock; and (ve) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Shares Delaware Common Stock as a result of differences between taxation laws Laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). (e3) ExchangeCo agrees that, to the extent required, upon due notice from AcquirorParent, ExchangeCo will shall use its commercially reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCo, or the Exchangeable Share Exchange Ratio is adjusted, or subdivisions, redivisions or changes are made to the Exchangeable Shares, as applicable, in order to implement the required economic equivalent equivalence with respect to the Acquiror Shares Delaware Common Stock and Exchangeable Shares as provided for in this Section 2.72.6(1).

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror or its Affiliates are outstanding: (a) Acquiror InfoSpace will not, not without prior approval of ExchangeCo Locus Holdings and the prior approval of the holders of the Locus Exchangeable Shares given in accordance with Section 10.2 section 11 of the Exchangeable Share Provisions: (i) issue or distribute Acquiror InfoSpace Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror InfoSpace Common Shares) to the holders of all or substantially all of the then outstanding Acquiror InfoSpace Common Shares by way of stock dividend or other distribution, other than an issue of Acquiror InfoSpace Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror InfoSpace Common Shares) to holders of Acquiror Shares: (A) InfoSpace Common Shares who exercise an option to receive dividends in Acquiror InfoSpace Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror InfoSpace Common Shares) in lieu of receiving cash dividends; or (B) pursuant to any dividend reinvestment plan or scrip dividend; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror InfoSpace Common Shares entitling them to subscribe for or to purchase Acquiror InfoSpace Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror InfoSpace Common Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: InfoSpace Common Shares (A) shares or securities of Acquiror InfoSpace of any class other than Acquiror InfoSpace Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror InfoSpace Common Shares); , (B) rights, options or warrants other than those referred to in Subsection section 2.7(a)(ii); ) above, (C) evidences of indebtedness of Acquiror; InfoSpace or (D) assets of AcquirorInfoSpace, unless the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Locus Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror InfoSpace in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Share Exchange Agreement. (b) Acquiror InfoSpace will not, not without the prior approval of ExchangeCo Locus Holdings and the prior approval of the holders of the Locus Exchangeable Shares given in accordance with Section 10.2 section 11 of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror InfoSpace Common Shares into a greater number of Acquiror InfoSpace Common Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror InfoSpace Common Shares into a lesser number of Acquiror InfoSpace Common Shares; or (iii) reclassify or otherwise change Acquiror InfoSpace Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror InfoSpace Common Shares, unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Locus Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (c) Acquiror InfoSpace will ensure that the record date for any event referred to in Subsections 2.7(asection 2.7 (a) or 2.7(b2.7 (b) as such events apply to the Exchangeable Sharesabove, or (if no record date is applicable for such event) the effective date for any such event, is not less than ten Business Days after the same as the record date on which such event is declared or effective date, as applicable, announced by InfoSpace (with respect contemporaneous notification thereof by InfoSpace to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateLocus Holdings);. (d) The Board of Directors of ExchangeCo shall determine, in good faith and in its sole discretiondiscretion acting reasonably, economic equivalence for the purposes of any event referred to in Subsections section 2.7(a) or 2.7(b) above and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable SharesInfoSpace. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of ExchangeCo to be relevant, be considered by the Board of Directors of ExchangeCoDirectors: (i) in the case of any stock dividend or other distribution payable in Acquiror InfoSpace Common Shares, the number of such shares issued in proportion to the number of Acquiror InfoSpace Common Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror InfoSpace Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror InfoSpace Common Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, current market value (as determined by the volatility Board of Directors in the Acquiror Shares and the term manner above contemplated) of such instrumentan InfoSpace Common Share; (iii) in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Acquiror InfoSpace of any class other than Acquiror InfoSpace Common Shares, any rights, options or warrants other than those referred to in Subsection section 2.7(d)(ii)) above, any evidences of indebtedness of Acquiror InfoSpace or any assets of AcquirorInfoSpace), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror InfoSpace Common Share and the Current Market Pricecurrent market value (as determined by the Board of Directors in the manner above contemplated) of an InfoSpace Common Share; (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror InfoSpace Common Shares into a greater number of Acquiror InfoSpace Common Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror InfoSpace Common Shares into a lesser number of Acquiror InfoSpace Common Shares or any amalgamation, merger, reorganization or other transaction affecting Acquiror InfoSpace Common Shares, the effect thereof upon the then outstanding Acquiror InfoSpace Common Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Locus Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror InfoSpace Common Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Locus Exchangeable Shares). For purposes of the foregoing determinations, the current market value of any security listed and traded or quoted on a securities exchange shall be the weighted average of the closing bid and ask prices of such security during a period of not less than 20 consecutive trading days ending not more than three trading days before the date of determination on the principal securities exchange on which such securities are listed and traded or quoted; provided, however, that if in the opinion of the Board of Directors the public distribution or trading activity of such securities during such period does not create a market which reflects the fair market value of such securities, then the current market value thereof shall be determined by the Board of Directors, in good faith, based upon the advice of such qualified independent financial advisors as the Board of Directors may deem appropriate, and in its sole discretion, and provided further that any such determination by the Board of Directors shall be conclusive and binding on InfoSpace. (e) ExchangeCo Locus Holdings agrees that, to the extent required, upon due notice from AcquirorInfoSpace, ExchangeCo Locus Holdings will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCoLocus Holdings, or subdivisions, redivisions or changes are made to the Locus Exchangeable Shares, in order to implement the required economic equivalent with respect to the Acquiror InfoSpace Common Shares and Locus Exchangeable Shares as provided for in this Section section 2.7.

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror TSA or its Affiliates are outstanding: (a) Acquiror TSA will not, not without the prior approval of ExchangeCo TSA Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 9.2 of the Exchangeable Share Provisions: (i) issue or distribute Acquiror TSA Class A Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror TSA Class A Common Shares) to the holders of all or substantially all of the then outstanding Acquiror TSA Class A Common Shares by way of stock dividend (including a stock split payable as a stock dividend) or other distribution, other than an issue of Acquiror TSA Class A Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror TSA Class A Common Shares) to holders of Acquiror Shares: (A) TSA Class A Common Shares who exercise an option to receive dividends in Acquiror TSA Class A Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror TSA Class A Common Shares) in lieu of receiving cash dividends; or (B) pursuant to any dividend reinvestment plan or scrip dividend; or; (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror TSA Class A Common Shares entitling them to subscribe for or to purchase Acquiror TSA Class A Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror TSA Class A Common Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror TSA Class A Common Shares: : (A) shares or securities of Acquiror TSA of any class other than Acquiror TSA Class A Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror TSA Class A Common Shares); ; (B) rights, options or warrants other than those referred to in Subsection Section 2.7(a)(ii); ) above; (C) evidences of indebtedness of AcquirorTSA; or or (D) assets of AcquirorTSA; unless TSA or TSA Exchangeco is permitted under applicable Law to issue or distribute the same, unless or the economic equivalent on a per share basis of of, such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued to holders of the Exchangeable Shares other than TSA and its Affiliates or distributed to effect an Equivalent Stock Subdivision or Equivalent Ratio Adjustment and TSA or TSA Exchangeco issues or distributes the same, or the economic equivalent of, such rights, options, securities, shares, evidences of indebtedness or other assets simultaneously to holders of the Exchangeable SharesShares or effects an Equivalent Stock Subdivision or Equivalent Ratio Adjustment; provided that, for greater certainty, the above restrictions shall not not: (i) apply to any securities issued or distributed by Acquiror TSA in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Plan of Arrangement Agreementor (ii) restrict TSA's overriding Redemption Call Right in the event of a TSA Spin-Out Decision Date. (b) Acquiror TSA will not, not without the prior approval of ExchangeCo TSA Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 9.2 of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror TSA Class A Common Shares into a greater number of Acquiror TSA Class A Common Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror TSA Class A Common Shares into a lesser number of Acquiror TSA Class A Common Shares; or (iii) reclassify or otherwise change Acquiror the TSA Class A Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror TSA Class A Common Shares, ; unless (x) TSA Exchangeco is permitted under applicable Law to make the same or an economically equivalent change shall simultaneously be to, or in the rights of holders of, the Exchangeable Shares and (y) the same or an economically equivalent change is made to, or in the rights of the holders of, the Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (c) Acquiror will ensure that Should the record date for any event referred to in Subsections 2.7(a) or 2.7(b) as such events apply to the Exchangeable Shares, or (if no record date is applicable for such event) the effective date for any such event, is the same as the record date or effective date, as applicable, with respect to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective date); (d) The Board board of Directors directors of ExchangeCo shall TSA Exchangeco determine, in good faith and in its sole and absolute discretion, to provide economic equivalence for the purposes of any event referred to in Subsections 2.7(asection 2.7 (a) or 2.7(b(b) above, the board of directors of TSA Exchangeco shall determine, in its sole and absolute discretion, (with the assistance of such reputable and qualified independent financial advisors and/or other experts as the board of directors of TSA Exchangeco may require) such economic equivalence, and each such determination shall be conclusive and binding on Acquiror TSA Exchangeco, all TSA Exchangeco security holders and the holders of the Exchangeable SharesTSA. In making each such determinationdetermination of economic equivalence, the following factors shall, without excluding other factors determined by the Board board of Directors directors of ExchangeCo TSA Exchangeco to be relevant, be considered by the Board board of Directors directors of ExchangeCoTSA Exchangeco : (i) in the case of any stock dividend or other distribution payable in Acquiror TSA Class A Common Shares, the number of such shares issued in proportion to the number of Acquiror TSA Class A Common Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror TSA Class A Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror TSA Class A Common Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility of the Acquiror Shares and the term of such instrument; (iii) in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Acquiror TSA of any class other than Acquiror TSA Class A Common Shares, any rights, options or warrants other than those referred to in Subsection 2.7(d)(ii)(b) above, any evidences of indebtedness of Acquiror TSA or any assets of AcquirorTSA), the relationship between the fair market value (as determined by the Board board of Directors directors of ExchangeCo TSA Exchangeco in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror TSA Class A Common Share and the Current Market Price; (iv) in the case of any subdivision, redivision re-division or change of the then outstanding Acquiror TSA Class A Common Shares into a greater number of Acquiror TSA Class A Common Shares or the reduction, combination, combination or consolidation or change of the then outstanding Acquiror TSA Class A Common Shares into a lesser number of Acquiror TSA Class A Common Shares or any amalgamation, merger, reorganization re-organization or other transaction affecting Acquiror effecting the TSA Class A Common Shares, the effect thereof upon on the then outstanding Acquiror shares of TSA Class A Common Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror TSA Class A Common Shares as a result of differences between taxation laws Tax Laws of Canada Canada, the United Kingdom, and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). (ed) ExchangeCo TSA Exchangeco agrees that, to the extent required, and subject to TSA's overriding Redemption Call Right in the event of a TSA Spin-Out Decision Date, upon due notice from AcquirorTSA, ExchangeCo TSA Exchangeco will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCoTSA Exchangeco, or subdivisions, redivisions or changes are made to the Exchangeable SharesShares or that an Equivalent Ratio Adjustment is made, in order to implement the required economic equivalent equivalence with respect to the Acquiror TSA Class A Common Shares and Exchangeable Shares as provided for in this Section 2.7.

Economic Equivalence. So long as any Exchangeable Shares not owned by Acquiror Shire or its Affiliates are outstanding: (a) Acquiror Shire will not, not without prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 9.2 of the Exchangeable Share Provisions: (i) issue or distribute Acquiror Shire Ordinary Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shire Ordinary Shares) to the holders of all or substantially all of the then outstanding Acquiror Shire Ordinary Shares by way of stock share dividend or other distribution, other than an issue of Acquiror Shire Ordinary Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shire Ordinary Shares) to holders of Acquiror Shares: (A) Shire Ordinary Shares who exercise an option to receive dividends in Acquiror Shire Ordinary Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shire Ordinary Shares) in lieu of receiving cash dividends; or (B) pursuant to any dividend reinvestment plan or scrip dividend; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Acquiror Shire Ordinary Shares entitling them to subscribe for or to purchase Acquiror Shire Ordinary Shares (or securities exchangeable for or convertible into or carrying rights to acquire Acquiror Shire Ordinary Shares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding Acquiror Shares: Shire Ordinary Shares (A) shares or securities of Acquiror Shire of any class other than Acquiror Shire Ordinary Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Acquiror Shire Ordinary Shares); , (B) rights, options or warrants other than those referred to in Subsection Section 2.7(a)(ii); ) above, (C) evidences of indebtedness of Acquiror; Shire or (D) assets of AcquirorShire, unless the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror Shire in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Merger Agreement. (b) Acquiror Shire will not, not without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 9.2 of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding Acquiror Shire Ordinary Shares into a greater number of Acquiror Shire Ordinary Shares; or (ii) reduce, combine, consolidate or change the then outstanding Acquiror Shire Ordinary Shares into a lesser number of Acquiror Shire Ordinary Shares; or (iii) reclassify or otherwise change Acquiror Shire Ordinary Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Acquiror Shire Ordinary Shares, unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares, and such change is permitted under applicable law; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Acquiror in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement. (c) Acquiror Shire will ensure that the record date for any event referred to in Subsections Section 2.7(a) or 2.7(b) as such events apply to the Exchangeable Sharesabove, or (if no record date is applicable for such event) the effective date for any such event, is not less than five Business Days after the same as the record date on which such event is declared or effective date, as applicable, announced by Shire (with respect contemporaneous notification thereof by Shire to the Acquiror Shares (and Acquiror shall contemporaneously notify ExchangeCo at the time Acquiror declares or announces such record date or effective dateExchangeCo);. (d) The Board of Directors of ExchangeCo shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in Subsections Section 2.7(a) or 2.7(b) above and each such determination shall be conclusive and binding on Acquiror and the holders of the Exchangeable SharesShire. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of ExchangeCo to be relevant, be considered by the Board of Directors of ExchangeCo: (i) in the case of any stock share dividend or other distribution payable in Acquiror Shire Ordinary Shares, the number of such shares issued in proportion to the number of Acquiror Shire Ordinary Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Acquiror Shire Ordinary Shares (or securities exercisable or exchangeable for or convertible into or carrying rights to acquire Acquiror Shire Ordinary Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price, the volatility Price of the Acquiror Shares and the term of such instrumenta Shire Ordinary Share; (iii) in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Acquiror Shire of any class other than Acquiror Shire Ordinary Shares, any rights, options or warrants other than those referred to in Subsection Section 2.7(d)(ii)) above, any evidences of indebtedness of Acquiror Shire or any assets of AcquirorShire), the relationship between the fair market value (as determined by the Board of Directors of ExchangeCo in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Acquiror Common Shire Ordinary Share and the Current Market PricePrice of a Shire Ordinary Share; (iv) in the case of any subdivision, redivision or change of the then outstanding Acquiror Shire Ordinary Shares into a greater number of Acquiror Shire Ordinary Shares or the reduction, combination, consolidation or change of the then outstanding Acquiror Shire Ordinary Shares into a lesser number of Acquiror Shire Ordinary Shares or any amalgamation, merger, reorganization or other transaction affecting Acquiror Shire Ordinary Shares, the effect thereof upon the then outstanding Acquiror Shire Ordinary Shares; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Acquiror Shire Ordinary Shares as a result of differences between taxation laws of Canada and the United States Kingdom (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). (e) ExchangeCo agrees that, to the extent required, upon due notice from AcquirorShire, ExchangeCo will use its reasonable best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by ExchangeCo, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent with respect to the Acquiror Shire Ordinary Shares and Exchangeable Shares as provided for in this Section 2.7.