Common use of RECIPROCAL CHANGES, ETC Clause in Contracts

RECIPROCAL CHANGES, ETC. in respect of SPAC Shares (1) Each holder of an Exchangeable Share acknowledges that the Support Agreement provides, in part, that so long as any Exchangeable Shares not owned by SPAC or its affiliates are outstanding, SPAC will not without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 11(3) of these share provisions: (a) issue or distribute SPAC Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Shares) to the holders of all or substantially all of the then outstanding SPAC Shares by way of stock dividend or other distribution, other than an issue of SPAC Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Shares) to holders of SPAC Shares (i) who exercise an option to receive dividends in SPAC Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Shares) in lieu of receiving cash dividends, or (ii) pursuant to any dividend reinvestment plan or similar arrangement; or (b) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding SPAC Shares entitling them to subscribe for or to purchase SPAC Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Shares) other than pursuant to the issuance and distribution to holders of SPAC Shares of rights to purchase equity securities of SPAC under a “poison pill” or similar shareholder rights plan (and upon exchange of Exchangeable Shares for SPAC Shares, such SPAC Shares shall be issued together with a corresponding right under such plan); or (c) issue or distribute to the holders of all or substantially all of the then outstanding SPAC Shares:

RECIPROCAL CHANGES, ETC. in respect of SPAC SharesIN RESPECT OF IPC DELAWARE COMMON SHARES (1) Each holder of an Exchangeable Share acknowledges that SECTION 10.1 In the Support Agreement provides, in part, that so long as event IPC Delaware takes any Exchangeable Shares not owned by SPAC or its affiliates are outstanding, SPAC will not without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 11(3) of these share provisionsfollowing actions: (a) issue issues or distribute SPAC distributes IPC Delaware Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC IPC Delaware Common Shares) to the holders of all or substantially all of the then then-outstanding SPAC IPC Delaware Common Shares by way of stock dividend or other distribution, other than an issue of SPAC IPC Delaware Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC IPC Delaware Common Shares) to holders of SPAC IPC Delaware Common Shares (i) who exercise an option to receive dividends in SPAC IPC Delaware Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC IPC Delaware Common Shares) in lieu of receiving cash dividends, or (ii) pursuant to any dividend reinvestment plan or similar arrangement; or (b) issue issues or distribute distributes rights, options or warrants to the holders of all or substantially all of the then then-outstanding SPAC IPC Delaware Common Shares entitling them to subscribe for or to purchase SPAC IPC Delaware Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC IPC Delaware Common Shares) other than pursuant to the issuance and distribution to holders of SPAC Shares of rights to purchase equity securities of SPAC under a “poison pill” or similar shareholder rights plan (and upon exchange of Exchangeable Shares for SPAC Shares, such SPAC Shares shall be issued together with a corresponding right under such plan); or (c) issue issues or distribute distributes to the holders of all or substantially all of the then then-outstanding SPAC IPC Delaware Common Shares, (i) shares or securities of IPC Delaware of any class other than IPC Delaware Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire IPC Delaware Common Shares), (ii) rights, options or warrants other than those referred to in Section 10.1(a) above, (iii) evidences of indebtedness of IPC Delaware, or (iv) assets of IPC Delaware, the Company will ensure that the Economic Equivalent on a per share basis of such rights, options, securities, shares, evidence of indebtedness or other assets shall be issued or distributed, in accordance with applicable law simultaneously to the holders of Exchangeable Shares. SECTION 10.2 In the event IPC Delaware takes any of the following actions: (a) subdivides, redivides or changes the then-outstanding IPC Delaware Common Shares into a greater number of IPC Delaware Common Shares; or (b) reduces, combines, consolidates or changes the then-outstanding IPC Delaware Common Shares into a lesser number of IPC Delaware Common Shares; or (c) reclassifies or otherwise changes any of the terms and conditions of the IPC Delaware Common Shares, or effects an amalgamation, merger, reorganization or other transaction affecting IPC Delaware Common Shares, the Company will provide at least 7 days prior written notice thereof to the Holders and take all steps necessary to ensure that the same or an Economically Equivalent change shall simultaneously be made to, or in the rights of the Holders as provided for in these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereof. The Company will, to the extent required, upon due notice from IPC Delaware, 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 the Company, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required Economic Equivalent with respect to the IPC Delaware Common Shares and Exchangeable Shares as provided for in these share provisions and will submit same to the Holders for their approval in the manner provided in Article 9 hereof.

RECIPROCAL CHANGES, ETC. in respect of SPAC SharesIN RESPECT OF DUKE ENERGY COMMON SHARES (1) 11.1 Each holder of an Exchangeable Share acknowledges that the Support Agreement provides, in part, that so long as any Exchangeable Shares not owned by SPAC or its affiliates are outstandingDuke Energy will not, SPAC will not without the prior approval of ExchangeCo the Company and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 11(3) 10.2 of these share provisions: (a) issue or distribute SPAC Duke Energy Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Duke Energy Common Shares) to the holders of all or substantially all of the then outstanding SPAC Duke Energy Common Shares by way of stock dividend or other distribution, other than an issue of SPAC Duke Energy Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Duke Energy Common Shares) to holders of SPAC Duke Energy Common Shares who (i) who exercise an option to receive dividends in SPAC Duke Energy Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Duke Energy Common Shares) in lieu of receiving cash dividends, or (ii) pursuant to any dividend reinvestment plan or similar arrangement; orscrip dividend; (b) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding SPAC Duke Energy Common Shares entitling them to subscribe for or to purchase SPAC Duke Energy Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Duke Energy Common Shares) other than pursuant to the issuance and distribution to holders of SPAC Shares of rights to purchase equity securities of SPAC under a “poison pill” or similar shareholder rights plan (and upon exchange of Exchangeable Shares for SPAC Shares, such SPAC Shares shall be issued together with a corresponding right under such plan); or (c) issue or distribute to the holders of all or substantially all of the then outstanding SPAC Duke Energy Common Shares: (i) shares or securities of Duke Energy of any class other than Duke Energy Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Duke Energy Common Shares); (ii) rights, options or warrants other than those referred to in Section 11.1(b) above; (iii) evidences of indebtedness of Duke Energy; or (iv) assets of Duke 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 Exchangeable Shares. 11.2 Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides, in part, that Duke Energy will not without the prior approval of the Company and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2: (a) subdivide, redivide or change the then outstanding Duke Energy Common Shares into a greater number of Duke Energy Common Shares; (b) reduce, combine, consolidate or change the then outstanding Duke Energy Common Shares into a lesser number of Duke Energy Common Shares; or (c) reclassify or otherwise change the Duke Energy Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Duke 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 Exchangeable Shares and such change is permitted under applicable law. The Support Agreement further provides, in part, that the aforesaid provisions of the Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares given in accordance with Section 10.2.

RECIPROCAL CHANGES, ETC. in respect of SPAC SharesIN RESPECT OF SHARES OF SPINCO COMMON STOCK (1) 5.11.1 Each holder of an Exchangeable Share acknowledges that the Support Agreement provides, in part, that so long as any Exchangeable Shares not owned by SPAC Spinco or its affiliates subsidiaries are outstanding, SPAC and other than as provided in the Support Agreement, Spinco will 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 11(3) section 5.10.2 of these share provisions: (a) issue or distribute SPAC Shares shares of Spinco Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Sharesshares of Spinco Common Stock) to the holders of all or substantially all of the then outstanding SPAC Shares shares of Spinco Common Stock by way of stock dividend or other a distribution, other than an issue of SPAC Shares shares of Spinco Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Sharesshares of Spinco Common Stock) to holders of SPAC Shares (i) shares of Spinco Common Stock who exercise an option to receive dividends in SPAC Shares shares of Spinco Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Sharesshares of Spinco Common Stock) in lieu of receiving cash dividends, or (ii) pursuant to any dividend reinvestment plan or similar arrangement; or (b) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding SPAC Shares shares of Spinco Common Stock entitling them to subscribe for or to purchase SPAC Shares shares of Spinco Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Shares) other than pursuant to the issuance and distribution to holders shares of SPAC Shares of rights to purchase equity securities of SPAC under a “poison pill” or similar shareholder rights plan (and upon exchange of Exchangeable Shares for SPAC Shares, such SPAC Shares shall be issued together with a corresponding right under such planSpinco Common Stock); or (c) issue or distribute to the holders of all or substantially all of the then outstanding SPAC shares of Spinco Common Stock: (i) shares or securities of Spinco of any class other than shares of Spinco Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of Spinco Common Stock); (ii) rights, options or warrants other than those referred to in section 5.11.1(b) above; (iii) evidences of indebtedness of Spinco; or (iv) assets of Spinco, (each such event, a “Distribution”), unless the same or 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. 5.11.2 Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides, in part, that Spinco will not without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with section 5.10.2 of these share provisions: (a) subdivide, redivide or change the then outstanding shares of Spinco Common Stock into a greater number of shares of Spinco Common Stock; (b) reduce, combine, consolidate or change the then outstanding shares of Spinco Common Stock into a lesser number of shares of Spinco Common Stock; or (c) reclassify or otherwise change the shares of Spinco Common Stock or effect an amalgamation, merger, reorganization or other transaction affecting the shares of Spinco Common Stock, (each such event, a “Change”), unless the same or an economically equivalent change shall simultaneously be made to, or in, the rights of the holders of the Exchangeable Shares. The Support Agreement further provides, in part, that the aforesaid provisions of the Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares given in accordance with section 5.10.2 of these share provisions.

RECIPROCAL CHANGES, ETC. in respect of SPAC SharesIN RESPECT OF REDBACK COMMON SHARES (1) 11.1 Each holder of an Exchangeable Share acknowledges that the Support Agreement provides, in part, that so long as any Exchangeable Shares not owned by SPAC or its affiliates are outstanding, SPAC Redback 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 11(3) section 10.2 of these share provisions: (a) issue or distribute SPAC Redback Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Redback Common Shares) to the holders of all or substantially all of the then outstanding SPAC Redback Common Shares by way of stock dividend or other distribution, other than an issue of SPAC Redback Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Redback Common Shares) to holders of SPAC Redback Common Shares (i) who exercise an option to receive dividends in SPAC Redback Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Redback Common Shares) in lieu of receiving cash dividends, or (ii) pursuant to any dividend reinvestment plan or similar arrangement; or; (b) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding SPAC Redback Common Shares entitling them to subscribe for or to purchase SPAC Redback Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Redback Common Shares) other than pursuant to the issuance and distribution to holders of SPAC Shares of rights to purchase equity securities of SPAC under a “poison pill” or similar shareholder rights plan (and upon exchange of Exchangeable Shares for SPAC Shares, such SPAC Shares shall be issued together with a corresponding right under such plan); or (c) issue or distribute to the holders of all or substantially all of the then outstanding SPAC Redback Common Shares:

RECIPROCAL CHANGES, ETC. in respect of SPAC SharesIN RESPECT OF IPC DELAWARE COMMON SHARES (1) Each holder of an Exchangeable Share acknowledges that SECTION 10.1 In the Support Agreement provides, in part, that so long as event IPC Delaware takes any Exchangeable Shares not owned by SPAC or its affiliates are outstanding, SPAC will not without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 11(3) of these share provisionsfollowing actions: (a) issue issues or distribute SPAC distributes IPC Delaware Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC IPC Delaware Common Shares) to the holders of all or substantially all of the then then-outstanding SPAC IPC Delaware Common Shares by way of stock dividend or other distribution, other than an issue of SPAC IPC Delaware Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC IPC Delaware Common Shares) to holders of SPAC IPC Delaware Common Shares (i) who exercise an option to receive dividends in SPAC IPC Delaware Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC IPC Delaware Common Shares) in lieu of receiving cash dividends, or (ii) pursuant to any dividend reinvestment plan or similar arrangement; or (b) issue issues or distribute distributes rights, options or warrants to the holders of all or substantially all of the then then-outstanding SPAC IPC Delaware Common Shares entitling them to subscribe for or to purchase SPAC IPC Delaware Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC IPC Delaware Common Shares) other than pursuant to the issuance and distribution to holders of SPAC Shares of rights to purchase equity securities of SPAC under a “poison pill” or similar shareholder rights plan (and upon exchange of Exchangeable Shares for SPAC Shares, such SPAC Shares shall be issued together with a corresponding right under such plan); or (c) issue issues or distribute distributes to the holders of all or substantially all of the then then-outstanding SPAC IPC Delaware Common Shares, (i) shares or securities of IPC Delaware of any class other than IPC Delaware Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire IPC Delaware Common Shares), (ii) rights, options or warrants other than those referred to in Section 10.1(a) above, (iii) evidences of indebtedness of IPC Delaware, or (iv) assets of IPC Delaware, the Company will ensure that the Economic Equivalent on a per share basis of such rights, options, securities, shares, evidence of indebtedness or other assets shall be issued or distributed, in accordance with applicable law simultaneously to holders of Convertible Voting Shares. SECTION 10.2 IN the event IPC Delaware takes any of the following actions: (a) subdivides, redivides or changes the then-outstanding IPC Delaware Common Shares into a greater number of IPC Delaware Common Shares; or (b) reduces, combines, consolidates or changes the then-outstanding IPC Delaware Common Shares into a lesser number of IPC Delaware Common Shares; or (c) reclassifies or otherwise changes any of the terms and conditions of the IPC Delaware Common Shares, or effects an amalgamation, merger, reorganization or other transaction affecting IPC Delaware Common Shares, the Company will provide at least 7 days prior written notice thereof to the Holders and take all steps necessary to ensure that the same or an Economically Equivalent change shall simultaneously be made to, or in the rights of the Holders as provided for in these share provisions and will submit same to the Holders for their approval in the manner provided in ARTICLE 9 hereof. The Company will, to the extent required, upon due notice from IPC Delaware, 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 the Company, or subdivisions, redivisions or changes are made to the Convertible Voting Shares, in order to implement the required Economic Equivalent with respect to the IPC Delaware Common Shares and Convertible Voting Shares as provided for in these share provisions and will, submit same to the Holders for their approval in the manner provided in ARTICLE 9 hereof.

RECIPROCAL CHANGES, ETC. in respect of SPAC SharesIN RESPECT OF PARENT COMMON SHARES (1) 12.1 Each holder of an Exchangeable Share acknowledges that the Support Agreement provides, in part, that so long as any Exchangeable Shares not owned by SPAC or its affiliates are outstanding, SPAC Apta will 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 11(3) section 11.2 of these share provisionsShare Provisions: (a) issue or distribute SPAC Apta Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Apta Common Shares) to the holders of all or substantially all of the then outstanding SPAC Apta Common Shares by way of stock dividend or other distribution, other than an issue of SPAC Apta Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Apta Common Shares) to holders of SPAC Apta Common Shares (i) who exercise an option to receive dividends in SPAC Apta Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Apta Common Shares) in lieu of receiving cash dividends, or (ii) pursuant to any dividend reinvestment plan or similar arrangement; or; (b) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding SPAC Apta Common Shares entitling them to subscribe for or to purchase SPAC Apta Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Apta Common Shares) other than pursuant to the issuance and distribution to holders of SPAC Shares of rights to purchase equity securities of SPAC under a “poison pill” or similar shareholder rights plan (and upon exchange of Exchangeable Shares for SPAC Shares, such SPAC Shares shall be issued together with a corresponding right under such plan); or (c) issue or distribute to the holders of all or substantially all of the then outstanding SPAC Apta Common Shares: (i) shares or securities of Apta of any class other than Apta Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Apta Common Shares); (ii) rights, options or warrants other than those referred to in section 12.1 (b) above; (iii) evidences of indebtedness of Apta; or (iv) assets of Apta, unless 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. 12.2 Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides, in part, that Apta will not without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with section 11.2 of these Share Provisions: (a) subdivide, redivide or change the then outstanding Apta Common Shares into a greater number of Apta Common Shares; (b) reduce, combine, consolidate or change the then outstanding Apta Common Shares into a lesser number of Apta Common Shares; or (c) reclassify or otherwise change the Apta Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Apta 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. 12.3 Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides, in part, that the aforesaid provisions of the Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares given in accordance with section 11.2 of these Share Provisions.

RECIPROCAL CHANGES, ETC. in respect of SPAC SharesIN RESPECT OF ROCKFORD SHARES (1a) Each holder of an Exchangeable Share acknowledges that the Support Agreement provides, in part, that so long Rockford will not, except as any Exchangeable Shares not owned by SPAC or its affiliates are outstandingprovided in the Support Agreement, SPAC will not without the prior approval of ExchangeCo Subco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 11(3) of these share provisions:12(b): (ai) issue or distribute SPAC Rockford Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Rockford Shares) to the holders of all or substantially all of the then outstanding SPAC Rockford Shares by way of stock dividend or other distribution, other than an issue of SPAC Rockford Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Rockford Shares) to holders of SPAC Rockford Shares (i) who exercise an option to receive dividends in SPAC Rockford Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Rockford Shares) in lieu of receiving cash dividends, dividends or (ii) pursuant to any dividend reinvestment plan or similar arrangement; or; (bii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding SPAC Rockford Shares entitling them to subscribe for or to purchase SPAC Rockford Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Rockford Shares) other than pursuant to the issuance and distribution to holders of SPAC Shares of rights to purchase equity securities of SPAC under a “poison pill” or similar shareholder rights plan (and upon exchange of Exchangeable Shares for SPAC Shares, such SPAC Shares shall be issued together with a corresponding right under such plan); or (ciii) issue or distribute to the holders of all or substantially all of the then outstanding SPAC Rockford Shares: A. shares or securities of Rockford of any class other than Rockford Shares (or securities convertible into or exchangeable for or carrying rights to acquire Rockford Shares); B. rights, options or warrants other than those referred to in Section 13(a)(ii); C. evidence of indebtedness of Rockford; or D. assets of Rockford; (A) Subco is permitted under applicable laws 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 to the holders of the Exchangeable Shares and (B) Subco shall issue or 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, however, that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Rockford in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Share Exchange Agreement. (b) Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides, in part, that for so long as any Exchangeable Shares not owned by Rockford or its affiliates are outstanding, Rockford will not without the prior approval of Subco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 12(b): (i) subdivide, redivide or change the then outstanding Rockford Shares into a greater number of Rockford Shares; (ii) reduce, combine, consolidate or change the then outstanding Rockford Shares into a lesser number of Rockford Shares; or (iii) reclassify or otherwise change the Rockford Shares or effect an amalgamation, merger, reorganization or other transaction affecting the Rockford Shares, unless (A) Subco is permitted under applicable laws to make the same or an economically equivalent change to, or in the rights of holders of, the Exchangeable Shares and (B) the same or an economically equivalent change is made simultaneously to, or in the rights of the holders of, the Exchangeable Shares; provided, however, that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Rockford in order to give effect to and to consummate the transactions contemplated by, and in accordance with the Share Exchange Agreement. The Support Agreement further provides, in part, that the aforesaid provisions of the Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares given in accordance with Section 12(a). (c) Notwithstanding the foregoing provisions of this Section 13, in the event of a Rockford Control Transaction: (i) in which Rockford merges or amalgamates with, or in which all or substantially all of the then outstanding Rockford Shares are acquired by one or more other corporations to which Rockford is, immediately before such merger, amalgamation or acquisition, related within the meaning of the Income Tax Act (Canada) (otherwise than virtue of a right referred to in paragraph 251(5)(b) thereof); (ii) which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of the definition of such term in Section 1(a); and (iii) in which all or substantially all of the then outstanding Rockford Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) of another corporation (the “Other Corporation”) that, immediately after such Rockford Control Transaction, owns or controls, directly or indirectly, Rockford; then all references herein to “Rockford” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “Rockford Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of shares pursuant to these Exchangeable Share Provisions or the exchange of shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the Rockford Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, option or retraction of such shares pursuant to these Exchangeable Share Provisions or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Rockford Control Transaction and the Rockford Control Transaction was completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

RECIPROCAL CHANGES, ETC. in respect of SPAC SharesIN RESPECT OF PARENT COMMON SHARES (1) 12.1 Each holder of an Exchangeable Share acknowledges that the Support Agreement provides, in part, provides that so long as any Exchangeable Shares not owned by SPAC or its affiliates are outstanding, SPAC WACI will 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 11(3) section 11.2 of these share provisionsShare Provisions: (a) issue or distribute SPAC WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC WACI Common Shares) to the holders of all or substantially all of the then outstanding SPAC WACI Common Shares by way of stock dividend or other distribution, other than an issue of SPAC WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC WACI Common Shares) to holders of SPAC WACI Common Shares (i) who exercise an option to receive dividends in SPAC WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC WACI Common Shares) in lieu of receiving cash dividends, or (ii) pursuant to any dividend reinvestment plan or similar arrangement; or; (b) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding SPAC WACI Common Shares entitling them to subscribe for or to purchase SPAC WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC WACI Common Shares) other than pursuant to the issuance and distribution to holders of SPAC Shares of rights to purchase equity securities of SPAC under a “poison pill” or similar shareholder rights plan (and upon exchange of Exchangeable Shares for SPAC Shares, such SPAC Shares shall be issued together with a corresponding right under such plan); or (c) issue or distribute to the holders of all or substantially all of the then outstanding SPAC WACI Common Shares: (i) shares or securities of WACI of any class other than WACI Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire WACI Common Shares); (ii) rights, options or warrants other than those referred to in section 12.1(b) above; (iii) evidences of indebtedness of WACI; or (iv) assets of WACI, unless 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. 12.2 Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides that WACI will not without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with section 11.2 of these Share Provisions: (a) subdivide, redivide or change the then outstanding WACI Common Shares into a greater number of WACI Common Shares; (b) reduce, combine, consolidate or change the then outstanding WACI Common Shares into a lesser number of WACI Common Shares; or (c) reclassify or otherwise change the WACI Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting the WACI 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. 12.3 Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides that the aforesaid provisions of the Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares given in accordance with section 11.2 of these Share Provisions.

RECIPROCAL CHANGES, ETC. in respect of SPAC SharesIN RESPECT OF USX-MARATHON COMMON STOCK (1) Each holder of an Exchangeable Share acknowledges that the Support Agreement provides, in part, that so long as 10.1 If USX causes any Exchangeable Shares not owned by SPAC or its affiliates are outstanding, SPAC will not without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 11(3) of these share provisionsfollowing events to occur: (a) issue or distribute SPAC Shares USX-Marathon Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire SPAC SharesUSX-Marathon Common Stock) to the holders of all or substantially all of the then outstanding SPAC Shares USX-Marathon Common Stock by way of stock dividend or other distribution, distribution other than an issue of SPAC Shares USX-Marathon Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire SPAC SharesUSX-Marathon Common Stock) to holders of SPAC Shares (i) USX-Marathon Common Stock who exercise an option to receive dividends in SPAC Shares USX-Marathon Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire SPAC SharesUSX-Marathon Common Stock) in lieu of receiving cash dividends, or (ii) pursuant to any dividend reinvestment plan or similar arrangement; or (b) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding SPAC Shares USX-Marathon Common Stock entitling them to subscribe for or to purchase SPAC Shares shares of USX-Marathon Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Shares) other than pursuant to the issuance and distribution to holders shares of SPAC Shares of rights to purchase equity securities of SPAC under a “poison pill” or similar shareholder rights plan (and upon exchange of Exchangeable Shares for SPAC Shares, such SPAC Shares shall be issued together with a corresponding right under such planUSX-Marathon Common Stock); or (c) issue or distribute to the holders of all or substantially all of the then outstanding SPAC shares of USX-Marathon Common Stock (i) shares or securities of USX of any class other than USX-Marathon Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire USX-Marathon Common Stock), (ii) rights, options or warrants other than those referred to in Section 10.l(b) above, (iii) evidences of indebtedness of USX or (iv) assets of USX (except as provided in Section 10.3 of these share provisions); then, if the Corporation is permitted under applicable law, the Corporation shall issue or distribute the economic equivalent on a per share basis of such rights, options, securities, shares, evidences of indebtedness or other assets simultaneously to holders of the Exchangeable Shares. In the event that the Corporation is not so permitted under applicable law, then the dividend entitlement described in Section 3.1 of these share provisions and the Exchangeable Share Price shall be subject to adjustment from time to time upon the occurrence of any such event in the manner determined by the Board of Directors in their sole discretion to not be prejudicial to the interests of the holders of Exchangeable Shares. Such adjustment shall increase or decrease the dividend entitlement and the Exchangeable Share Price, as the case may be, so as to maintain the equivalent entitlement as was available to holders of Exchangeable Shares prior to occurrence of such event. 10.2 If USX shall cause any of the following events to occur: (a) subdivide, redivide or change the then outstanding shares of USX-Marathon Common Stock into a greater number of shares of USX-Marathon Common Stock; or (b) reduce, combine or consolidate or change the then outstanding shares of USX-Marathon Common Stock into a lesser number of shares of USX-Marathon Common Stock; or (c) reclassify or otherwise change the shares of USX-Marathon Common Stock or effect an amalgamation, merger, reorganization or other transaction affecting the shares of USX-Marathon Common Stock; then the dividend entitlement described in Section 3.1 of these share provisions and the Exchangeable Share Price shall be subject to adjustment from time to time upon the occurrence of any such event in the manner as

RECIPROCAL CHANGES, ETC. in respect Respect of SPAC RG Shares (1) Each holder of an Exchangeable Share acknowledges that the Support Agreement provides, in part, that so long as any Exchangeable Shares not owned by SPAC RG or its affiliates are outstanding, SPAC RG will not without the prior approval of ExchangeCo Canco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 11(312(2) of these share provisions: (a) issue or distribute SPAC RG Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC RG Shares) to the holders of all or substantially all of the then outstanding SPAC RG Shares by way of stock dividend or other distribution, other than an issue of SPAC RG Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC RG Shares) to holders of SPAC RG Shares (i) who exercise an option to receive dividends in SPAC RG Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC RG Shares) in lieu of receiving cash dividends, or (ii) pursuant to any dividend reinvestment plan or similar arrangement; or; (b) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding SPAC RG Shares entitling them to subscribe for or to purchase SPAC RG Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC RG Shares) other than pursuant to the issuance and distribution to holders of SPAC Shares of rights to purchase equity securities of SPAC under a “poison pill” or similar shareholder rights plan (and upon exchange of Exchangeable Shares for SPAC Shares, such SPAC Shares shall be issued together with a corresponding right under such plan); or (c) issue or distribute to the holders of all or substantially all of the then outstanding SPAC RG Shares: (i) shares or securities of RG of any class (other than RG Shares or securities convertible into or exchangeable for or carrying rights to acquire RG Shares); (ii) rights, options or warrants other than those referred to in Section 13(1)(b) above; (iii) evidence of indebtedness of RG; or (iv) assets of RG, unless 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 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 RG in order to give effect to and to consummate, in furtherance of or otherwise in connection with the transactions contemplated by, and in accordance with, the Plan of Arrangement. (2) Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides, in part, that so long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG will not without the prior approval of Canco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 12(2) of these share provisions: (a) subdivide, redivide or change the then outstanding RG Shares into a greater number of RG Shares; (b) reduce, combine, consolidate or change the then outstanding RG Shares into a lesser number of RG Shares; or (c) reclassify or otherwise change the RG Shares or effect an amalgamation, merger, reorganization or other transaction affecting the RG 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 is given to the holders of Exchangeable Shares. The Support Agreement further provides, in part, that the aforesaid provisions of the Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares given in accordance with Section 12(2) of these share provisions. (3) Notwithstanding the foregoing provisions of this Section 13, in the event of an RG Control Transaction: (a) in which ▇▇ ▇▇▇▇▇▇ or amalgamates with, or in which all or substantially all of the then outstanding RG Shares are acquired by one or more other corporations to which RG is, immediately before such merger, amalgamation or acquisition, related within the meaning of the Income Tax Act (Canada) (otherwise than virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (b) of the definition of such term in Section 1(1) of the share provisions; and (c) in which all or substantially all of the then outstanding RG Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) of another corporation (the “Other Corporation”) that, immediately after such RG Control Transaction, owns or controls, directly or indirectly, RG; then all references herein to “RG” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “RG Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of shares pursuant to these share provisions or Article 5 of the Plan of Arrangement or exchange of shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the RG Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, option or retraction of such shares pursuant to these share provisions or Article 5 of the Plan of Arrangement, or exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the RG Control Transaction and the RG Control Transaction was completed) without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

RECIPROCAL CHANGES, ETC. in respect of SPAC SharesIN RESPECT OF AMVESCAP ORDINARY SHARES (1) Each holder of an Exchangeable Share acknowledges that the Support Agreement provides, in part, that so long as any Exchangeable Shares not owned by SPAC AMVESCAP or its affiliates are outstanding, SPAC AMVESCAP will 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 11(3section 10(2) of these share provisions: (a) issue or distribute SPAC AMVESCAP Ordinary Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC AMVESCAP Ordinary Shares) to the holders of all or substantially all of the then outstanding SPAC AMVESCAP Ordinary Shares by way of stock dividend or other distribution, other than an issue of SPAC AMVESCAP Ordinary Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC AMVESCAP Ordinary Shares) to holders of SPAC AMVESCAP Ordinary Shares (i) who exercise an option to receive dividends in SPAC AMVESCAP Ordinary Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC AMVESCAP Ordinary Shares) in lieu of receiving cash dividends, or (ii) pursuant to any dividend reinvestment plan or similar arrangement; orscrip dividend; (b) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding SPAC AMVESCAP Ordinary Shares entitling them to subscribe for or to purchase SPAC AMVESCAP Ordinary Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC AMVESCAP Ordinary Shares) other than pursuant to the issuance and distribution to holders of SPAC Shares of rights to purchase equity securities of SPAC under a “poison pill” or similar shareholder rights plan (and upon exchange of Exchangeable Shares for SPAC Shares, such SPAC Shares shall be issued together with a corresponding right under such plan); or (c) issue or distribute to the holders of all or substantially all of the then outstanding SPAC AMVESCAP Ordinary Shares: (i) shares or securities of AMVESCAP of any class other than AMVESCAP Ordinary Shares (other than shares convertible into or exchangeable for or carrying rights to acquire AMVESCAP Ordinary Shares); (ii) rights, options or warrants other than those referred to in section 11(1)(b) above; (iii) evidences of indebtedness of AMVESCAP; or (iv) assets of AMVESCAP, unless 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 AMVESCAP in order to give effect to and consummate the transactions contemplated by, and in accordance with, the Merger Agreement. (2) Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides, in part, that so long as any Exchangeable Shares not owned by AMVESCAP or its affiliates are outstanding, AMVESCAP will not without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with section 10(2) of these share provisions: (a) subdivide, redivide or change the then outstanding AMVESCAP Ordinary Shares into a greater number of AMVESCAP Ordinary Shares; (b) reduce, combine, consolidate or change the then outstanding AMVESCAP Ordinary Shares into a lesser number of AMVESCAP Ordinary Shares; or (c) reclassify or otherwise change the AMVESCAP Ordinary Shares or effect an amalgamation, merger, reorganization or other transaction affecting the AMVESCAP Ordinary Shares, 103 unless the same or an economically equivalent change shall simultaneously be made to, or in, the rights of the holders of the Exchangeable Shares. The Support Agreement further provides, in part, that the aforesaid provisions of the Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares given in accordance with section 10(2) of these share provisions.

RECIPROCAL CHANGES, ETC. in respect of SPAC SharesIN RESPECT OF OSI COMMON STOCK (1a) Each holder of an Exchangeable Share acknowledges that the Support Agreement provides, in part, that so long as any Exchangeable Shares not owned by SPAC or its affiliates are outstanding, SPAC OSI will not without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 11(3) of these share provisionsnot: (ai) issue or distribute SPAC Shares shares of OSI Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Sharesshares of OSI Common Stock) to the holders of all or substantially all of the then outstanding SPAC Shares shares of OSI Common Stock by way of stock dividend or other distribution, other than an issue of SPAC Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Shares) to holders of SPAC Shares (i) who exercise an option to receive dividends in SPAC Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Shares) in lieu of receiving cash dividends, or (ii) pursuant to any dividend reinvestment plan or similar arrangement; or (bii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding SPAC Shares shares of OSI Common Stock entitling them to subscribe for or to purchase SPAC Shares shares of OSI Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire SPAC Shares) other than pursuant to the issuance and distribution to holders shares of SPAC Shares of rights to purchase equity securities of SPAC under a “poison pill” or similar shareholder rights plan (and upon exchange of Exchangeable Shares for SPAC Shares, such SPAC Shares shall be issued together with a corresponding right under such planOSI Common Stock); or (ciii) issue or distribute to the holders of all or substantially all of the then outstanding SPAC shares of OSI Common Stock (A) shares or securities of OSI of any class other than OSI Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of OSI Common Stock), (B) rights, options or warrants other than those referred to in subsection 11.1 (a) (ii) above, (C) evidences of indebtedness of OSI or (D) assets of OSI; (iv) one or both of OSI and the Corporation 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 to the holders of the Exchangeable Shares; and (v) one or both of OSI and the Corporation shall issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to the holders of the Exchangeable Shares. (b) Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides, in part, that OSI will not: (i) subdivide, redivide or change the then outstanding shares of OSI Common Stock into a greater number of shares of OSI Common Stock; or (ii) reduce, combine or consolidate or change the then outstanding shares of OSI Common Stock into a lesser number of shares of OSI Common Stock; or (iii) reclassify or otherwise change the shares of OSI Common Stock or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of OSI Common Stock; unless (iv) the Corporation is permitted under applicable law to simultaneously make the same or an economically equivalent change to, or in the rights of the holders of, the Exchangeable Shares; and (v) the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares. The Support Agreement further provides, in part, that, with the exception of certain ministerial amendments, the aforesaid provisions of the Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares given in accordance with Article 9 of these share provisions.

RECIPROCAL CHANGES, ETC. in respect of SPAC SharesIN RESPECT OF PARENT COMMON SHARES (1) 12.1 Each holder of an Exchangeable Share acknowledges that the Support Agreement provides, in part, provides that so long as any Exchangeable Shares not owned by SPAC or its affiliates are outstanding, SPAC WACI will 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 11(3) section 11.2 of these share provisionsShare Provisions: (a) issue or distribute SPAC WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC WACI Common Shares) to the holders of all or substantially all of the then outstanding SPAC WACI Common Shares by way of stock dividend or other distribution, other than an issue of SPAC WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC WACI Common Shares) to holders of SPAC WACI Common Shares (i) who exercise an option to receive dividends in SPAC WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC WACI Common Shares) in lieu of receiving cash dividends, or (ii) pursuant to any dividend reinvestment plan or similar arrangement; or; (b) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding SPAC WACI Common Shares entitling them to subscribe for or to purchase SPAC WACI Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire SPAC WACI Common Shares) other than pursuant to the issuance and distribution to holders of SPAC Shares of rights to purchase equity securities of SPAC under a “poison pill” or similar shareholder rights plan (and upon exchange of Exchangeable Shares for SPAC Shares, such SPAC Shares shall be issued together with a corresponding right under such plan); or (c) issue or distribute to the holders of all or substantially all of the then outstanding SPAC WACI Common Shares: (i) shares or securities of WACI of any class other than WACI Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire WACI Common Shares); (ii) rights, options or warrants other than those referred to in section 12.1(b) above; (iii) evidences of indebtedness of WACI; or (iv) assets of WACI, 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 in which any and all such cases, such rights, options, securities, shares, evidences of indebtedness or other assets shall be disbursed by WACI to the Agent; 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 substantially simultaneously by the Agent to holders of the Exchangeable Shares. Support Agreement 12.2 Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides that WACI will not without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with section 11.2 of these Share Provisions: (a) subdivide, redivide or change the then outstanding WACI Common Shares into a greater number of WACI Common Shares; (b) reduce, combine, consolidate or change the then outstanding WACI Common Shares into a lesser number of WACI Common Shares; or (c) reclassify or otherwise change the WACI Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting the 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 in which any and all such cases such rights, options, securities, shares, evidences of indebtedness or other assets shall be disbursed by WACI to the Agent; 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 substantially simultaneously by the Agent to holders of the Exchangeable Shares. 12.3 Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides that the aforesaid provisions of the Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares given in accordance with section 11.2 of these Share Provisions.