Common use of Regulations Clause in Contracts

Regulations. The Escrow Agent, or the Trust with the approval of the Escrow Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Agent, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust or to the Escrow Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, or proxies of Receiptholders.

Regulations. The Escrow Subject to the provisions of this Agreement, the Warrant Agent, or the Trust Company with the approval of the Escrow Warrant Agent, may from time to time make and from time to time vary such regulations as it the Warrant Agent, or the Company with the approval of the Warrant Agent, shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Warrant holders entitled to receive notice of and to vote at such the meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Warrant Agent stating that the Subscription Receipt Global Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Global Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Warrant Agent, the Trust Company or the Receiptholders, Warrant holders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied sent by facsimile before the meeting to the Trust Company or to the Escrow Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders Warrant holders and the conduct of business thereat. . (g) Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrant holder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders Warrant holders or their counsel, or persons holding proxies of ReceiptholdersWarrant holders.

Regulations. The Escrow 7.8.1 Subject to the provisions of this Indenture, the Warrant Agent, or the Trust Corporation with the approval of the Escrow Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Registered Warrantholders entitled to receive notice of and to vote at such the meeting; (b) the issue of voting certificates by any bank, trust company or other depositary depository satisfactory to the Escrow Warrant Agent stating that the Subscription Receipt Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Warrant Agent, the Trust Corporation or the Receiptholders, Registered Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust Corporation or to the Escrow Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders Registered Warrantholders and the conduct of business thereat. . 7.8.2 Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderRegistered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, Registered Warrantholders or proxies of ReceiptholdersRegistered Warrantholders.

Regulations. (a) The Escrow Agent, or the Trust Corporation with the approval of the Escrow Agent, may from time to time make and from time to time or vary such regulations as it shall think fit forthinks fit: (ai) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary depository satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates Warrants specified therein have been deposited with it by a named person Person and will remain on deposit until after the meetinga specified date, which voting certificate shall certificates will entitle the persons Persons named therein to be present and vote at any such meeting of Warrantholders and at any adjournment thereof held before that date or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the persons Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates Warrants specified therein; (cii) for the form of instrument appointing a proxy, the manner in which it must be executed, and verification of the authority of a Person who executes it on behalf of a Warrantholder; (iii) governing the places at which and the times by which voting certificates or instruments appointing proxies must be deposited; (iv) for the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Agent, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates or instruments appointing proxies to be mailed sent by mail, facsimile or telecopied other means of prepaid, transmitted, recorded communication before the meeting to the Trust Corporation or to the Escrow Agent at the place where the same meeting is to be held and for the voting of pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (fv) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. thereof. (b) Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save . (c) Except as such regulations may provide, the only persons Persons who shall will be recognized at any a meeting as a Receiptholderthe holders of any Warrants, or be as entitled to vote or or, subject to Section 8.10, be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall will be Receiptholders the registered holders of such Warrants or their counsel, or proxies of Receiptholdersduly appointed proxies.

Regulations. The Escrow Agent(1) Subject to the provisions of this Indenture, the Trustee, or the Trust Kinross with the approval of the Escrow AgentTrustee, may from time to time make and from time to time or vary such regulations as it shall think fit forthinks fit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary depository satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Certificates Warrants specified therein have been deposited with it by a named person and will remain on deposit until after the meetinga specified date, which voting certificate shall certificates will entitle the persons named therein to be present and vote at any such meeting of Warrantholders and at any adjournment thereof held before that date or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates Warrantholders specified therein; (b) for the form of instrument appointing a proxy, the manner in which it must be executed, and verification of the authority of a person who executes it on behalf of a Warrantholder; (c) governing the places at which and the times by which voting certificates or instruments appointing proxies must be deposited; (d) for the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Agent, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates or instruments appointing proxies to be mailed sent by mail, cable, telex or telecopied other means of prepaid, transmitted, recorded communication before the meeting to the Trust Kinross or to the Escrow Agent Trustee at the place where the same meeting is to be held and for the voting of pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (fe) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. thereof. (2) Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save . (3) Except as such regulations may provide, the only persons who shall will be recognized at any a meeting as a Receiptholderthe holders of any Warrants, or be as entitled to vote or or, subject to Section 8.9, be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall will be Receiptholders the registered holders of such Warrants or their counsel, or proxies of Receiptholdersduly appointed proxies.

Regulations. The Escrow Agent, Trustee or the Trust Corporation with the approval of the Escrow Agent, Trustee may from time to time make and from time to time vary such regulations as it shall from time to time think fit forfit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates certificates: (i) by any bank, trust company or other depositary satisfactory to approved by the Escrow Agent stating Trustee certifying that the Subscription Receipt Certificates specified therein unregistered Debt Securities have been deposited with it by a named person holder and will remain on deposit until after the meetingmeeting and any adjournment thereof; and (ii) by any bank, trust company, insurance company, governmental department or agency approved by the Trustee certifying that it is the holder of specified unregistered Debt Securities and will continue to hold the same until after the meeting and any adjournment thereof; which voting certificate certificates shall entitle the persons holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof thereof, in the same manner and with the same effect as though the persons holders so named in such voting certificates were the actual holders bearers of the Subscription Receipt Certificates Debt Securities specified therein; (cb) for the deposit of voting certificates and and/or instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Debt Security holders convening the meeting, as the case may be, may in the notice convening the meeting direct;; and (dc) for the deposit of voting certificates and and/or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates and/or instruments appointing proxies to be mailed mailed, telecopied or telecopied sent by other means of recorded communication before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholderthe holders of any Debt Securities, or be as entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders or Persons who produce unregistered Debt Securities at the meeting and the registered Debt Security holders and Persons whom registered Debt Security holders have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow AgentNotwithstanding any other provisions of this Indenture, or the Trust with the approval Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Debt Securities, in regard to proof of the Escrow Agentholding of Debt Securities and of 79 the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Except as otherwise permitted or required by any such regulations, the holding of Debt Securities shall be proved in the manner specified in Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.04 or by having a signature of the person executing the proxy witnessed or guaranteed by any trust company, bank, banker or recognized securities dealer authorized by Section 1.04 to certify to the holding of Debt Securities. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by UCC, UFN, Unilever PLC, UNUS or by Holders of Debt Securities as provided in Section 13.03, in which case the party calling the meeting shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 13.04, at any meeting each Holder of Outstanding Debt Securities or proxy shall be entitled to one vote for each $1,000 principal amount (in the case of Original Issue Discount Securities, such principal amount to be the principal amount of an Outstanding Original Issue Discount Security that would be due and payable as of the date of such determination upon a declaration of acceleration of Maturity thereof pursuant to Section 5.02) of Debt Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debt Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Debt Securities held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Holders. Any meeting of Holders of Debt Securities duly called pursuant to the provisions of Section 13.02 or 13.03 may be adjourned from time to time make by a majority of those present, whether or not constituting a quorum, and from time the meeting may be held as so adjourned without further notice. Whenever any Act is to time vary such regulations as it shall think fit for: (a) be taken hereunder by the setting of the record date for a meeting of holders of Subscription Receipts two or more series of Debt Securities denominated in different currencies (or currency units), then, for the purpose of determining Receiptholders entitled the principal amount of Securities held by such Holders, the aggregate principal amount of the Debt Securities denominated in a Foreign Currency shall be deemed to receive notice be that amount of U.S. dollars that could be obtained for such principal amount on the basis of the spot rate of exchange for such Foreign Currency as determined by the Issuer of such series or by an authorized exchange rate agent and, unless such agent is the Trustee or its Affiliate, evidenced to the Trustee by an Officer’s Certificate as of the date the taking of such Act by the Holders of the requisite percentage in principal amount of the Debt Securities is evidenced to the Trustee. An exchange rate agent may be appointed in advance or from time to time by the Issuer of such series, and vote at may be the Trustee or its Affiliate. Any such meeting; (b) the issue of voting certificates determination by such Issuer or by any banksuch exchange rate agent shall be conclusive and binding on all Holders, trust company or other depositary satisfactory to such Issuer and the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person Trustee, and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at neither such Issuer nor any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof exchange rate agent shall be liable therefor in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders absence of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Agent, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust or to the Escrow Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, or proxies of Receiptholdersbad faith.

Regulations. (1) The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person Person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust Corporation or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, telecopied or telecopied otherwise sent electronically before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxyproxy and the manner in which the instrument of proxy must be executed; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. . (2) Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.98.9), shall be Receiptholders or their counsel, or duly appointed proxies of Receiptholders.

Regulations. The Escrow Agent(a) Subject to the provisions of this Indenture, the Warrant Agent or the Trust Corporation with the approval of the Escrow Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit forfit: (ai) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to approved by the Escrow Warrant Agent stating certifying that the Subscription Receipt Certificates specified therein Warrants have been deposited with it by a named person holder and will remain on deposit until after the meetingmeeting of Warrantholders, which voting certificate certificates shall entitle the persons holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons holders so named in such voting certificates were the actual holders of the Subscription Receipt Certificates Warrant specified therein; (cii) for Warrantholders to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof and the manner in which same shall be executed, and for the production of the authority of any Persons signing on behalf of the grantor of such proxy; (iii) for the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Warrant Agent, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening calling the meeting direct; (div) for the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting of Warrantholders is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, delivered or telecopied sent by facsimile transmission before the meeting to the Trust Corporation or to the Escrow Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (ev) for the form of the voting certificates and instrument of proxy; and (fvi) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. . (b) Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, or as may be expressly provided for herein, the only persons Persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), 9.9) shall be Receiptholders Warrantholders or their counsel, Persons holding voting certificates or proxies instruments of Receiptholdersproxy of Warrantholders.

Regulations. The Escrow AgentNotwithstanding any other provisions of this Indenture, or the Trust with the approval Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Debt Securities, in regard to proof of the Escrow Agentholding of Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Except as otherwise permitted or required by any such regulations, the holding of Debt Securities shall be proved in the manner specified in Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.04 or by having a signature of the person executing the proxy witnessed or guaranteed by any trust company, bank, banker or recognized securities dealer authorized by Section 1.04 to certify to the holding of Debt Securities. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company, either Parent, Unilever U.S. or by Holders of Debt Securities as provided in Section 13.03, in which case the party calling the meeting shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 13.04, at any meeting each Holder of Outstanding Debt Securities or proxy shall be entitled to one vote for each $1,000 principal amount (in the case of Original Issue Discount Securities, such principal amount to be the principal amount of an Outstanding Original Issue Discount Security that would be due and payable as of the date of such determination upon a declaration of acceleration of Maturity thereof pursuant to Section 5.02) of Debt Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debt Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Debt Securities held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Holders. Any meeting of Holders of Debt Securities duly called pursuant to the provisions of Section 13.02 or 13.03 may be adjourned from time to time make by a majority of those present, whether or not constituting a quorum, and from time the meeting may be held as so adjourned without further notice. Whenever any Act is to time vary such regulations as it shall think fit for: (a) be taken hereunder by the setting of the record date for a meeting of holders of Subscription Receipts two or more series of Debt Securities denominated in different currencies (or currency units), then, for the purpose of determining Receiptholders entitled the principal amount of Securities held by such Holders, the aggregate principal amount of the Securities denominated in a Foreign Currency shall be deemed to receive notice be that amount of U.S. dollars that could be obtained for such principal amount on the basis of the spot rate of exchange for such Foreign Currency as determined by the Issuer of such series or by an authorized exchange rate agent and, unless such agent is the Trustee or its Affiliate, evidenced to the Trustee by an Officers’ Certificate as of the date the taking of such Act by the Holders of the requisite percentage in principal amount of the Debt Securities is evidenced to the Trustee. An exchange rate agent may be appointed in advance or from time to time by the Issuer of such series, and vote at may be the Trustee or its Affiliate. Any such meeting; (b) the issue of voting certificates determination by such Issuer or by any banksuch exchange rate agent shall be conclusive and binding on all Holders, trust company or other depositary satisfactory to such Issuer and the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person Trustee, and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at neither such Issuer nor any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof exchange rate agent shall be liable therefor in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders absence of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Agent, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust or to the Escrow Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, or proxies of Receiptholdersbad faith.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person Person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust Corporation or the Receiptholders, convening the meeting, as the case may be, may direct in the notice convening the meeting directmeeting; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied sent via facsimile before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxyproxy and the manner in which the instrument of proxy must be executed; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), as applicable, shall be Receiptholders or their counsel, or duly appointed proxies of Receiptholders.

Regulations. The Escrow Agent, or the Trust CGI with the approval of the Escrow Agent, may from time to time make and from time to time vary or revoke such regulations as it shall from time to time think fit forproviding for and governing: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue form of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by instrument appointing a named person and will remain on deposit until after the meetingproxy, which voting certificate shall entitle be in writing, and the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof manner in which the same manner shall be executed and with the same effect as though the persons so named in such voting certificates were the actual holders production of the Subscription Receipt Certificates specified thereinauthority of any person signing on behalf of a Receiptholder; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Agent, the Trust CGI or the Receiptholders, Receiptholder convening the meeting, as the case may be, may may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting director any adjournment thereof by which the same must be deposited; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, faxed, emailed or telecopied otherwise sent electronically before the meeting to the Trust CGI or to the Escrow Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (fe) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholderthe holders of any Subscription Receipts, or be as entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or and persons whom Receiptholders have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Company with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the a record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders the holders entitled to receive notice of and to vote at such the meeting; (b) the issue form of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that instrument of proxy; (c) for the deposit of instruments appointing proxies at such place and time as the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after Agent, the Company or the holders convening the meeting, as the case may be, may in the notice convening the meeting direct, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such the meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates the proxy were the actual holders of the Subscription Receipt Certificates specified therein; (cd) for the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Agent, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such the instruments appointing proxies to be mailed sent by mail, facsimile or telecopied other means of prepaid, transmitted, recorded communication before the meeting to the Trust Company or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (fe) generally for the calling of meetings of Receiptholders holders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Subscription Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.98.9), shall be Receiptholders holders or their counselCounsel, or proxies of Receiptholdersholders.

Regulations. The Escrow Agent, or the Trust with the approval of the Escrow Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting Owner undertakes that, subject as provided in sections 22.3 and 35(b), it will comply in all respects with provisions of port, harbour, canal and jetty bylaws, regulations, conditions of port use, and other requirements of the record date for a meeting port/port authorities at harbours/ports nominated by Charterer pursuant to the terms of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting;this Charter. (b) If Charterer directs the issue Vessel to any port other than a Primary Terminal, Charterer shall give Owner reasonable advance notice of voting certificates by any banksuch change in trade to permit Owner to comply, trust company or other depositary satisfactory at Charterer’s expense, with the requirements of this Article 35 and of Article 37 to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by extent such requirements are different for voyages to or from a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein;Primary Terminal. (c) Owner undertakes that the deposit Vessel will have been constructed and after the Delivery Date the Vessel shall be maintained in a manner which will permit clearance for entry with the authorities in the countries in which the Primary Terminals are located (the “Primary Terminal Entry Requirements”). Owner shall inform Charterer in writing no later than ***** prior to the Scheduled Delivery Date (and promptly after Owner becomes aware of voting certificates new Primary Terminal Entry Requirements for an LNGRV Buoy) of any Primary Terminal Entry Requirements which Owner believes are atypical in the LNG industry (i.e., a substantial deviation from clearance standards generally applicable to LNG vessels trading in established LNG routes), and instruments appointing proxies at promptly thereafter Owner and Charterer shall discuss such place atypical Primary Terminal Entry Requirements and time as any action to be taken by the Escrow Agentparties to ensure Owner’s compliance therewith in accordance with the provisions of this Charter. If the Charterer orders the Vessel to a Primary Terminal outside the Designated Trade (a “Non-Designated Trade Terminal”) and the Primary Terminal Entry Requirements for the Non-Designated Trade Terminal are substantially different from the clearance standards for Primary Terminals in the Designated Trade, the Trust or Charterer shall give Owner reasonable advance notice (not less than ***** days prior to the Receiptholders, convening time of arrival at the meeting, as Non-Designated Trade Terminal) to permit Owner to comply with Primary Terminal Entry Requirements for the case may be, may in the notice convening the meeting direct;Non-Designated Trade Terminal. (d) Notwithstanding section 35(c), if despite Owner’s continuing best efforts the deposit Vessel fails to meet all of voting certificates the entry requirements of the United States Coast Guard or of the similar authority for any other jurisdiction for its initial voyage into the territorial waters of such jurisdiction and instruments appointing proxies at some approved place such denial of approval relates solely to the configuration of the Vessel for the discharge of regasified LNG in the territorial waters of such jurisdiction (hereafter a “Coast Guard Denial”), then: (i) any offshore unloading facility or places other than LNGRV Buoy suitable for the place at which discharge of regasified LNG located in the meeting is territorial waters of such jurisdiction shall be deemed to be held excluded from the definition of “Primary Terminals” for all purposes of this Charter until such time as such Coast Guard Denial is reversed; and (ii) Owner shall use continuing best efforts to reverse the Coast Guard Denial, and enabling particulars of shall periodically provide Charterer written updates as to its actions in such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust or to the Escrow Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;regard. (e) the form Owner shall use reasonable endeavours to assist Charterer to obtain approvals and permits of the instrument of proxy; and (f) generally Governmental Authorities for the calling siting of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provideany offshore loading facility, the only persons who shall be recognized at any meeting as a Receiptholderoffshore unloading facility or LNGRV Buoy suitable for berthing, loading or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, or proxies of Receiptholdersunloading an LNGRV.

Regulations. The Escrow Warrant Agent, or the Trust Corporation with the approval of the Escrow Warrant Agent, may from time to time make and from time to time vary such regulations as it or they shall think fit consider appropriate for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) 8.8.1 the issue of voting certificates instruments by any bank, trust company or other depositary satisfactory to the Escrow Warrant Agent stating that the Subscription Receipt Certificates Warrants specified therein have been deposited with it by a named person and will shall remain on deposit until after the meeting, which voting certificate instrument shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates instruments were the actual holders holder of the Subscription Receipt Certificates Warrants specified therein; (c) 8.8.2 the deposit of voting certificates instruments and instruments appointing proxies proxy forms at such place and time as the Escrow Warrant Agent, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) 8.8.3 the deposit of voting certificates instruments and instruments appointing proxies proxy forms at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies proxy forms to be mailed or telecopied before the meeting to the Trust Corporation or to the Escrow Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments proxy forms themselves were produced at the meeting; (e) 8.8.4 the form of the instrument of proxy; and (f) 8.8.5 generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.98.9), shall be Receiptholders Warrantholders or their counsel, or persons holding proxies of ReceiptholdersWarrantholders.

Regulations. The Escrow Agent, Trustee or the Trust Company with the approval of the Escrow Agent, Trustee may from time to time make and from time to time or vary such regulations as it shall they will think fit forfit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Special Warrantholders entitled to receive notice of and to vote at such the meeting; (b) for the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Certificates Special Warrants specified therein have been deposited with it the depository by a named person and will remain on deposit until after the meeting, which voting certificate shall certificates will entitle the persons named therein to be present and vote at any such the meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such that meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such the voting certificates were the actual holders of the Subscription Receipt Certificates Special Warrants specified therein; (c) for the deposit of voting certificates and and/or instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Company or the Receiptholders, Special Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) for the deposit of voting certificates and and/or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such the voting certificates and/or instruments appointing proxies to be mailed sent by mail, cable, telex or telecopied other means of prepaid, transmitted, recorded communication before the meeting to the Trust Company or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) for the form of the instrument of appointing a proxy; and (f) generally for the calling of meetings of Receiptholders Special Warrantholders and the conduct of business thereat. Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save Except as such the regulations may provide, the only persons who shall will be recognized at any meeting as a Receiptholderthe holders of any Special Warrants, or be as entitled to vote or or, subject to section 11.10, be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall will be Receiptholders persons who are the registered holders of Special Warrants or their counsel, or proxies of Receiptholdersduly appointed proxies.

Regulations. The Escrow AgentApplicant represents and warrants that, or the Trust in connection with the approval of the Escrow Agent, may from time to time make this Investment Agreement and from time to time vary such regulations as it shall think fit forall related matters: (a) it is knowledgeable of all laws and regulations applicable to this Investment Agreement, including but not limited to the setting U.S. Export Administration Regulations (EAR), U.S. International Traffic in Arms Regulations (ITAR) and the Canadian Export and Import Permits Act (EIPA) and its regulations including the Export Control List (ECL), the Nuclear Safety and Control Act (NSCA) and its regulations including the Nuclear Non-proliferation Import and Export Control Regulations (NNIECR), and the Defence Production Act as updated from time to time (collectively the “Export Control Laws”) and will comply with the Export Control Laws both during the Term of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of this Investment Agreement and vote at such meetingthereafter; (b) the issue Applicant shall not incorporate any deliverable provided by Alberta Innovates, whether goods or services, tangible or intangible, for the benefit or advantage (directly or indirectly) of voting certificates any person, firm, industry, or governmental entity as prohibited by Export Control Laws and will undertake reasonable commercial efforts to ensure any bank, trust company or other depositary satisfactory third party end- users of such deliverables agree to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified thereinsame; (c) the deposit Applicant is not presently aware of voting certificates any request from a person, firm, industry, or governmental entity to utilize or incorporate any materials to be provided by Alberta Innovates in a manner prohibited by the Export Control Laws and instruments appointing proxies at the Applicant shall immediately advise Alberta Innovates should such place request materialize, both during the Term of this Investment Agreement and time as the Escrow Agent, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting directthereafter; (d) the deposit of voting certificates Applicant shall apply for and instruments appointing proxies at some approved place obtain any necessary license or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting authorization to the Trust or to extent required under the Escrow Agent at Export Control Laws, both during the place where the same is to be held Term of this Investment Agreement and for the voting of proxies so deposited as though the instruments themselves were produced at the meetingthereafter; (e) the form Applicant shall maintain adequate record keeping practices and internal controls to ensure compliance with this Section 15, including the ability to demonstrate compliance through proper record keeping, and for this purpose Alberta Innovates shall have the right to confirm compliance by audit, both during the Term of the instrument of proxy; andthis Investment Agreement and for five (5) years thereafter; (f) generally for the calling of meetings of Receiptholders Applicant will indemnify and the conduct of business thereat. Any regulations so made shall be binding save harmless Alberta Innovates, its affiliates and/or successors, from any and effective all claims, losses, damages, costs (including legal costs on a solicitor and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9his own client full indemnity basis), shall be Receiptholders expenses, penalties, fines and sanctions caused or their counsel, contributed to by the Applicant’s breach or proxies violation of Receiptholdersthe Export Control Laws or any related undertakings under this Section 15. (g) This section will survive termination or expiry of this Investment Agreement.

Regulations. The Escrow AgentTrustee, or the Trust Company with the approval of the Escrow AgentTrustee, may from time to time make and from time to time or vary such regulations as it shall will think fit forproviding for and governing the following: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates certificates: (i) by any bank, trust company or other depositary satisfactory to approved by the Escrow Agent stating Trustee, certifying that the Subscription Receipt Certificates specified therein Warrants have been deposited with it by a named person holder and will remain on deposit until after the meeting; (ii) by any bank, trust company, insurance company, governmental department or agency approved by the Trustee, certifying that it is the holder of specified Warrants and will continue to hold the same until after the meeting; which voting certificate shall certificates will entitle the persons holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof thereof, in the same manner and with the same effect as though the persons so holders named in such the voting certificates were the actual holders of the Subscription Receipt Certificates specified thereinWarrants; (b) the form of the instrument appointing a proxy (which will be in writing), the manner in which the same will be executed and the form of any authority under which a person executes a proxy on behalf of a Series A or Series B Warrantholder; (c) the deposit of voting certificates and certificates, instruments appointing proxies or authorities at such place and time or places as the Escrow Agent, the Trust Trustee (or the Receiptholders, convening Company or Series A or Series B Warrantholders in case the meetingmeeting is convened by the Company or the Series A or Series B Warrantholders, as the case may be, ) may in the notice convening the meeting directdirect and the time (if any) before the holding of the meeting or adjourned meeting at which the same will be deposited; (d) the deposit of voting certificates and or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling for particulars of such the voting certificates or instruments appointing proxies to be mailed faxed or telecopied notified by other means of communication before the meeting to the Trust Company or to the Escrow Agent at the place where the same is to be held Trustee and for the voting of voting certificates and proxies so deposited as though if the voting certificates or the instruments themselves were produced at the meeting; (e) the form of the instrument of proxymeeting or deposited at any other place required pursuant to Paragraph 9.11(c); and (fe) generally for the calling of meetings of Receiptholders Series A or Series B Warrantholders and the conduct of business thereat. Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save Except as such the regulations may provide, the only persons who shall will be recognized at any meeting as a Receiptholderthe holders of any Series A or Series B Warrants, as the case may be, or be as entitled to vote or to be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall will be Receiptholders registered Series A or Series B Warrantholders and persons whom registered Series A or Series B Warrantholders have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust Corporation or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, faxed or telecopied otherwise sent electronically before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, or proxies of Receiptholders.

Regulations. The Escrow Agent, or the Trust with the approval of the Escrow Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting Owner undertakes that, subject as provided in sections 22.3 and 35(b), it will comply in all respects with provisions of port, harbor, canal and jetty bylaws, regulations, conditions of port use, and other requirements of the record date for a meeting harbor/port authorities at harbors/ports nominated by Charterer pursuant to the terms of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting;this Charter. (b) If Charterer directs the issue Vessel to any port other than a Primary Terminal, Charterer shall give Owner reasonable advance notice of voting certificates by any banksuch change in trade to permit Owner to comply, trust company or other depositary satisfactory at Charterer’s expense, with the requirements of this Article 35 and of Article 37 to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by extent such requirements are different for voyages to or from a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein;Primary Terminal. (c) Owner undertakes that the deposit Vessel will have been constructed and after the Delivery Date the Vessel shall be maintained in a manner which will permit clearance for entry with the authorities in the countries in which the Primary Terminals are located (the “Primary Terminal Entry Requirements”). Owner shall inform Charterer in writing no later than ***** prior to the Scheduled Delivery Date (and promptly after Owner becomes aware of voting certificates new Primary Terminal Entry Requirements for an LNGRV Buoy) of any Primary Terminal Entry Requirements which Owner believes are atypical in the LNG industry (i.e., a substantial deviation from clearance standards generally applicable to LNG vessels trading in established LNG routes), and instruments appointing proxies at promptly thereafter Owner and Charterer shall discuss such place atypical Primary Terminal Entry Requirements and time as any action to be taken by the Escrow Agentparties to ensure Owner’s compliance therewith in accordance with the provisions of this Charter. If the Charterer orders the Vessel to a Primary Terminal outside the Designated Trade (a “Non-Designated Trade Terminal”) and the Primary Terminal Entry Requirements for the Non-Designated Trade Terminal are substantially different from the clearance standards for Primary Terminals in the Designated Trade, the Trust or Charterer shall give Owner reasonable advance notice (not less than ***** days prior to the Receiptholders, convening time of arrival at the meeting, as Non-Designated Trade Terminal) to permit Owner to comply with Primary Terminal Entry Requirements for the case may be, may in the notice convening the meeting direct;Non-Designated Trade Terminal. (d) Notwithstanding section 35(c), if despite Owner’s continuing best efforts the deposit Vessel fails to meet all of voting certificates the entry requirements of the United States Coast Guard or of the similar authority for any other jurisdiction for its initial voyage into the territorial waters of such jurisdiction and instruments appointing proxies at some approved place such denial of approval relates solely to the configuration of the Vessel for the discharge of regasified LNG in the territorial waters of such jurisdiction (hereafter a “Coast Guard Denial”), then: (i) any offshore unloading facility or places other than LNGRV Buoy suitable for the place at which discharge of regasified LNG located in the meeting is territorial waters of such jurisdiction shall be deemed to be held excluded from the definition of “Primary Terminals” for all purposes of this Charter until such time as such Coast Guard Denial is reversed; and (ii) Owner shall use continuing best efforts to reverse the Coast Guard Denial, and enabling particulars of shall periodically provide Charterer written updates as to its actions in such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust or to the Escrow Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;regard. (e) the form Owner shall use reasonable endeavours to assist Charterer to obtain approvals and permits of the instrument of proxy; and (f) generally Governmental Authorities for the calling siting of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provideany offshore loading facility, the only persons who shall be recognized at any meeting as a Receiptholderoffshore unloading facility or LNGRV Buoy suitable for berthing, loading or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, or proxies of Receiptholdersunloading an LNGRV.

Regulations. 11.8.1 The Escrow Special Warrant Agent, or the Trust Corporation with the approval of the Escrow Special Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Registered Special Warrantholders entitled to receive notice of and to vote at such the meeting; (b) the issue of voting certificates by any bank, trust company or other depositary depository satisfactory to the Escrow Special Warrant Agent stating that the Subscription Receipt Special Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Special Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Special Warrant Agent, the Trust Corporation or the Receiptholders, Registered Special Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust Corporation or to the Escrow Special Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders Registered Special Warrantholders and the conduct of business thereat. . 11.8.2 Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderRegistered Special Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.911.9), shall be Receiptholders or their counsel, Registered Special Warrantholders or proxies of ReceiptholdersRegistered Special Warrantholders.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time time, may make and from time to time or vary such regulations as it they shall think fit forfit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose deposit of determining Receiptholders entitled to receive notice of and vote instruments appointing proxies at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that place and time as the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after Agent, the Corporation or the Subscription Receiptholders convening the meeting, as the case may be, may in the notice convening the meeting direct, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such the meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates the proxy were the actual holders of the Subscription Receipt Certificates Receipts specified therein; (cb) for the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Agent, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such the instruments appointing proxies to be mailed sent by mail, facsimile or telecopied other means of prepaid, transmitted, recorded communication before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (ec) for the form of instrument appointing a proxy and the instrument manner in which the form of proxyproxy may be executed; and (fd) generally for the calling of meetings of Subscription Receiptholders and the conduct of business thereatthereat including setting a record date for Subscription Receiptholders entitled to receive notice of or to vote at such meeting. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such the regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholderthe holders of any Subscription Receipts, or be as entitled to vote or or, subject to section 9.10, be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders persons who are the registered holders of Subscription Receipts or their counsel, or proxies of Receiptholdersduly appointed proxies.

Regulations. The Escrow Subject to compliance with the provisions of this Indenture, the Warrant Agent, or the Trust Corporation with the approval of the Escrow Warrant Agent, may from time to time make and from time to time make and vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Warrantholders entitled to receive notice of and to vote at such the meeting; (b) governing the issue of places at which and the times by which voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to instruments appointing proxies must be present and vote at any such meeting and at any adjournment thereof or deposited; (c) for Warrantholders to appoint a proxy or proxies to represent them and vote for them at any such meeting (and at any adjournment thereof thereof) and the manner in which same is to be executed, and for the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders production of the Subscription Receipt Certificates specified thereinauthority of any persons signing on behalf of the Warrantholder appointing them; (cd) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Warrant Agent, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (de) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied sent by facsimile before the meeting to the Trust Corporation or to the Escrow Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (ef) the form of the instrument of proxyproxy or the manner in which it must be executed; and (fg) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders Warrantholders, their authorized representatives or their attorneys and legal counsel, or proxies of ReceiptholdersWarrantholders.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person Person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust Corporation or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, telecopied or telecopied electronically delivered before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.98.9), shall be Receiptholders or their counsel, or proxies of Receiptholders.

Regulations. The Escrow AgentTrustee, or the Trust Company with the approval of the Escrow AgentTrustee, may from time to time make and from time to time or vary such regulations as it shall will think fit forproviding for and governing the following: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates certificates: (i) by any bank, trust company or other depositary satisfactory to approved by the Escrow Agent stating Trustee, certifying that the Subscription Receipt Certificates specified therein Warrants have been deposited with it by a named person holder and will remain on deposit until after the meeting; (ii) by any bank, trust company, insurance company, governmental department or agency approved by the Trustee, certifying that it is the holder of specified Warrants and will continue to hold the same until after the meeting; which voting certificate shall certificates will entitle the persons holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof thereof, in the same manner and with the same effect as though the persons so holders named in such the voting certificates were the actual holders of the Subscription Receipt Certificates specified thereinWarrants; (b) the form of the instrument appointing a proxy (which will be in writing), the manner in which the same will be executed and the form of any authority under which a person executes a proxy on behalf of a Warrantholder; (c) the deposit of voting certificates and certificates, instruments appointing proxies or authorities at such place and time or places as the Escrow Agent, the Trust Trustee (or the Receiptholders, convening Company or Warrantholders in case the meetingmeeting is convened by the Company or the Warrantholders, as the case may be, ) may in the notice convening the meeting directdirect and the time (if any) before the holding of the meeting or adjourned meeting at which the same will be deposited; (d) the deposit of voting certificates and or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling for particulars of such the voting certificates or instruments appointing proxies to be mailed faxed or telecopied notified by other means of communication before the meeting to the Trust Company or to the Escrow Agent at the place where the same is to be held Trustee and for the voting of voting certificates and proxies so deposited as though if the voting certificates or the instruments themselves were produced at the meeting; (e) the form of the instrument of proxymeeting or deposited at any other place required pursuant to Paragraph 9.11(c); and (fe) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save Except as such the regulations may provide, the only persons who shall will be recognized at any meeting as a Receiptholderthe holders of any Warrants, or be as entitled to vote or to be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall will be Receiptholders or registered Warrantholders and persons whom registered Warrantholders have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow AgentTrustee, or the Trust Corporation with the approval of the Escrow AgentTrustee, may from time to time make and from time to time or vary such regulations as it shall they think fit forfit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary depository satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Certificates Warrants specified therein have been deposited with it the depository by a named person and will remain on deposit until after the meetinga specified date, which voting certificate certificates shall entitle the persons named therein to be present and vote at any such the meeting of the Warrantholders and at any adjournment thereof held before that date or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the persons so named in such the voting certificates were the actual holders of the Subscription Receipt Certificates Warrants specified therein; (cb) for the deposit of voting certificates and or instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (dc) for the deposit of voting certificates and or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such the voting certificates or instruments appointing proxies to be mailed sent by mail, cable, telex or telecopied other means of prepaid, transmitted, recorded communication before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (ed) for the form of instrument appointing a proxy (which shall be in writing), the instrument manner in which the same shall be executed and the verification of proxyany authority under which a person executes a proxy on behalf of a Warrantholder; and (fe) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such the regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholderthe holders of any Warrants, or be as entitled to vote or or, subject to section 8.10, be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders persons who are the registered holders of Warrants or their counsel, or proxies of Receiptholdersduly appointed proxyholders.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person Person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust Corporation or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, faxed or telecopied otherwise transmitted by electronic means before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxyproxy and the manner in which the instrument of proxy must be executed; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.98.9), shall be Receiptholders or their counsel, or duly appointed proxies of Receiptholders.

Regulations. The Escrow AgentTrustee, or the Trust Corporation with the approval of the Escrow AgentTrustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit forfit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any to any: (i) bank, trust company or other depositary satisfactory to approved by the Escrow Agent stating Trustee certifying that the Subscription Receipt Certificates specified therein unregistered Debentures have been deposited with it by a named person Holder and will shall remain on deposit until after the meeting, or (ii) bank, trust company, insurance company, governmental department or agency approved by the Trustee certifying that it is the Holder of specified unregistered Debentures and shall continue to hold the same until after the meeting, which voting certificate certificates shall entitle the persons Holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof thereof, in the same manner and with the same effect as though the persons Holders so named in such voting certificates were the actual holders bearers of the Subscription Receipt Certificates Debentures specified therein;; FINOVA Trust Indenture Page 49 of 61 (cb) for the deposit of any voting certificates and instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Debentureholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (dc) for the deposit of any voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates and instruments appointing proxies to be mailed or telecopied otherwise transmitted before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (fd) generally for with respect to proof of the calling holding of meetings Debentures and of Receiptholders the appointment of proxies, the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote and such other matters concerning the conduct of business thereatthe meeting as it shall think fit. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholderthe Holders of any Debentures, or be as entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders or Holders and Persons whom Holders of registered Debentures have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Zarlink with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person Person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust Zarlink or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust Zarlink or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxyproxy and the manner in which the instrument of proxy must be executed; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, or duly appointed proxies of Receiptholders.

Regulations. The Escrow AgentTrustee, or the Trust Corporation with the approval of the Escrow AgentTrustee, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Convertible Noteholders entitled to receive notice of and to vote at such the meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Convertible Note Certificates specified therein have been deposited with it by a named person Person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons Persons so named in such voting certificates were the actual holders of the Subscription Receipt Convertible Note Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Convertible Noteholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders Convertible Noteholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a ReceiptholderConvertible Noteholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders Convertible Noteholders or their counsel, or proxies of ReceiptholdersConvertible Noteholders.

Regulations. The Escrow AgentTrustee, or the Trust Corporation with the approval of the Escrow AgentTrustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit forfit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any to any: (i) bank, trust company or other depositary satisfactory to depository approved by the Escrow Agent stating Trustee certifying that the Subscription Receipt Certificates specified therein unregistered Notes have been deposited with it by a named person Holder and will shall remain on deposit until after the meeting, or (ii) bank, trust company, insurance company, governmental department or agency approved by the Trustee certifying that it is the Holder of specified unregistered Notes and shall continue to hold the same until after the meeting, which voting certificate certificates shall entitle the persons Holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof thereof, in the same manner and with the same effect as though the persons Holders so named in such voting certificates were the actual holders bearers of the Subscription Receipt Certificates Notes specified therein; (cb) for the deposit of any voting certificates and instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Noteholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (dc) for the deposit of any voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates and instruments appointing proxies to be mailed or telecopied otherwise transmitted before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (fd) generally for with respect to proof of the calling holding of meetings Notes and of Receiptholders the appointment of proxies, the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote and such other matters concerning the conduct of business thereatthe meeting as it shall think fit. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholderthe Holders of any Notes, or be as entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders or Persons who produce unregistered Notes at the meeting not otherwise covered by a voting certificate and the Holders of registered Notes and Persons whom Holders of registered Notes have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person Person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust Corporation or the Receiptholders, convening the meeting, as the case may be, may direct in the notice convening the meeting directmeeting; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, sent via facsimile or telecopied otherwise sent electronically before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxyproxy and the manner in which the instrument of proxy must be executed; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.98.9), as applicable, shall be Receiptholders or their counsel, or duly appointed proxies of Receiptholders.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Company with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit consider necessary for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust Company or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (dc) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust Company or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (ed) the form of the instrument of proxyproxy and the manner in which the instrument of proxy must be executed; and (fe) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.98.9), shall be Receiptholders or their counsel, or duly appointed proxies of Receiptholders.

Regulations. The Escrow AgentSubscription Receipt Trustee, or the Trust Corporation with the approval of the Escrow AgentSubscription Receipt Trustee, may from time to time make and from time to time vary or revoke such regulations as it shall think thinks fit forproviding for and governing: (a) the setting form of the record date for instrument appointing a meeting proxy, which is to be in writing, and the manner in which the same is to executed and the production of holders the authority of Subscription Receipts for the purpose any person signing on behalf of determining Receiptholders entitled to receive notice of and vote at such meetinga Receiptholder; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentSubscription Receipt Trustee, the Trust Corporation or the Receiptholders, Receiptholder convening the meeting, as the case may be, may may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting director any adjournment thereof by which the same must be deposited; (dc) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, faxed, emailed or telecopied otherwise sent electronically before the meeting to the Trust Corporation or to the Escrow Agent Subscription Receipt Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (fd) generally for the calling convening of meetings of Receiptholders Receiptholders, generally, and the conduct of business thereat. Any regulations so made shall be are binding and effective and the votes given in accordance therewith shall be are valid and shall are to be counted. Save as such regulations may provide, the only persons who shall will be recognized at any meeting as a Receiptholderthe holders of any Subscription Receipts, or be as entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be are Receiptholders or their counsel, or proxies of Receiptholdersand any person whom a Receiptholder has by instruments in writing duly appointed as the Receiptholder's proxies.

Regulations. The Escrow Warrant Agent, or the Trust Company with the approval of the Escrow Warrant Agent, may from time to time make and from time to time or vary such regulations as it shall think fit forproviding for and governing the following: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates certificates: (i) by any bank, trust company or other depositary satisfactory to approved by the Escrow Agent stating Warrant Agent, certifying that the Subscription Receipt Certificates specified therein Warrants have been deposited with it by a named person holder and will remain on deposit until after the meeting; (ii) by any bank, trust company, insurance company, governmental department or agency approved by the Warrant Agent, certifying that it is the holder of specified Warrants and will continue to hold the same until after the meeting; which voting certificate certificates shall entitle the persons holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof thereof, in the same manner and with the same effect as though the persons so holders named in such the voting certificates were the actual holders of the Subscription Receipt Certificates specified thereinWarrants; (b) the form of the instrument appointing a proxy (which shall be in writing), the manner in which the same shall be executed and the form of any authority under which a person executes a proxy on behalf of a Warrantholder; (c) the deposit of voting certificates and certificates, instruments appointing proxies or authorities at such place and time or places as the Escrow Agent, the Trust Warrant Agent (or the Receiptholders, convening Company or Warrantholders in case the meetingmeeting is convened by the Company or the Warrantholders, as the case may be, ) may in the notice convening the meeting directdirect and the time (if any) before the holding of the meeting or adjourned meeting at which the same shall be deposited; (d) the deposit of voting certificates and or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling for particulars of such the voting certificates or instruments appointing proxies to be mailed cabled or telecopied telegraphed or notified by other means of communication before the meeting to the Trust Company or to the Escrow Warrant Agent at the place where the same is to be held and for the voting of voting certificates and proxies so deposited as though if the voting certificates or the instruments themselves were produced at the meeting; meeting or deposited at any other place required pursuant to subsection (e) the form of the instrument of proxyc); and (fe) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such the regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholderthe holders of any Warrants, or be as entitled to vote or to be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders or registered Warrantholders and persons whom registered Warrantholders have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow Subscription Receipt Agent, or the Trust with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person Person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, faxed or telecopied otherwise transmitted by electronic means before the meeting to the Trust or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxyproxy and the manner in which the instrument of proxy must be executed; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.98.9), shall be Receiptholders or their counsel, or duly appointed proxies of Receiptholders.

Regulations. The Escrow Agent, or the Trust with the approval of the Escrow Agent, Corporation may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person Person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Agent, the Trust Corporation or the Receiptholders, Receiptholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, faxed or telecopied otherwise transmitted by electronic means before the meeting to the Trust or to the Escrow Agent Corporation at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxyproxy and the manner in which the instrument of proxy must be executed; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.98.9), shall be Receiptholders or their counsel, or duly appointed proxies of Receiptholders.

Regulations. The Escrow AgentTrustee, or the Trust Corporation with the approval of the Escrow AgentTrustee, may from time to time make and from time to time vary such regulations not contrary to the provisions of this Indenture as it shall think fit for: (a) a. the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Warrantholders entitled to receive notice of and to vote at such the meeting; (b) b. the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Warrant Certificates specified therein; (c) c. the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) d. the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, or telecopied before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) e. the form of the instrument of proxy; and (f) f. generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section section 7.9), shall be Receiptholders Warrantholders or their counsel, or proxies of ReceiptholdersWarrantholders.

Regulations. The Escrow AgentAgent or Spark, or the Trust with the approval of the Escrow Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Agent, the Trust Spark or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied sent by facsimile before the meeting to the Trust Spark or to the Escrow Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, or duly appointed proxies of Receiptholders.

Regulations. The Escrow Agent(1) Subject to the provisions of this Indenture, the Trustee, or the Trust Company with the approval of the Escrow AgentTrustee, may from time to time make and from time to time or vary or restate such regulations as it shall from time to time think fit forfit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary depository satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Certificates Warrants specified therein have been deposited with it the depository by a named person and will remain on deposit until after the meeting, which voting certificate certificates shall entitle the persons named therein to be present and vote at any such the meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such that meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such the voting certificates were the actual holders of the Subscription Receipt Certificates Warrants specified therein; (cb) for the deposit of voting certificates and and/or instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Company or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting directdirect and the time, if any, before the holding of the meeting or any adjournment thereof by which the same must be deposited; (dc) for the deposit of voting certificates and and/or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such the voting certificates and/or instruments appointing proxies to be mailed sent by mail, cable, telex or telecopied other means of prepaid, transmitted, recorded communication before the meeting to the Trust Company or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (ed) for the form of instrument appointing a proxy and the instrument manner in which the form of proxyproxy may be executed; and (fe) generally generally, for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. . (2) Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholderthe holders of any Warrants, or be as entitled to vote or or, subject to section , be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders or persons who are the registered holders of Warrants and persons whom holders have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow Warrant Agent, or the Trust Corporation with the approval of the Escrow Warrant Agent, may from time to time make and from time to time vary such regulations not contrary to the provisions of this Indenture as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders determining, Warrantholders entitled to receive notice of and to vote at such the meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Warrant Agent stating that the Subscription Receipt Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Warrant Agent, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, faxed or telecopied electronically delivered before the meeting to the Trust Corporation or to the Escrow Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;, (e) the form of the instrument of proxy; proxy for meetings of the Warrantholders, and (f) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders Warrantholders or their counsel, or proxies of ReceiptholdersWarrantholders.

Regulations. The Escrow Warrant Agent, or the Trust Corporation with the approval of the Escrow Warrant Agent, such approval not to be unreasonably withheld, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) 7.8.1 the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Warrantholders entitled to receive notice of and to vote at such the meeting; (b) 7.8.2 the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Warrant Agent stating that the Subscription Receipt Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Warrant Certificates specified therein; (c) 7.8.3 the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Warrant Agent, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) 7.8.4 the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust Corporation or to the Escrow Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;meeting;‌‌ (e) 7.8.5 the form of the instrument of proxyproxy and the manner in which the instrument of proxy must be executed; and (f) 7.8.6 generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders Warrantholders or their counsel, or proxies of ReceiptholdersWarrantholders.

Regulations. The Escrow AgentDebenture Trustee, or the Trust Company with the approval of the Escrow AgentDebenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit forproviding for or governing the following: (a) voting by proxy by the setting Holders and the form of the record date for instrument appointing a meeting of holders of Subscription Receipts proxy (which shall be in writing) and the manner in which the same shall be executed and for the purpose production of determining Receiptholders entitled to receive notice the authority of and vote at such meetingany Person signing a proxy on behalf of a Debentureholder; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies proxyholders at such place and time as the Escrow AgentDebenture Trustee, the Trust Company or the Receiptholders, Debentureholders convening the a particular meeting, as the case may be, may in the notice convening the meeting direct;direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same shall be deposited; and (dc) the deposit of voting certificates and instruments appointing proxies proxyholders at some approved place or places other than the place at which the a particular meeting is to be held and enabling particulars of such instruments appointing proxies proxyholders to be mailed mailed, faxed or telecopied otherwise provided before the meeting to the Trust Company or to the Escrow Agent Debenture Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholderof the Holders of any Debentures, or be as entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders or registered Debentureholders and Persons whom Debentureholders have duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary depository satisfactory to the Escrow Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person Person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust Corporation or the Receiptholders, Receiptholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, faxed or telecopied otherwise sent electronically before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxyproxy and the manner in which the instrument of proxy must be executed; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, or proxies of Receiptholders.

Regulations. The Escrow AgentTrustee, or the Trust Corporation with the approval of the Escrow AgentTrustee, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Warrant Holders entitled to receive notice of and to vote at such the meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Warrant Certificates specified therein;. (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Warrant Holders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders Warrant Holders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrant Holder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.98.9), shall be Receiptholders Warrant Holders or their counsel, or proxies of ReceiptholdersWarrant Holders.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Subscription Receipt Agent stating that the Subscription Receipt Certificates or Uncertificated Subscription Receipts specified therein have been deposited with it by a named person Person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates or Uncertificated Subscription Receipts specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust Corporation or the Receiptholders, convening the meetingmeeting of Receiptholders, as the case may beapplicable, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting of Receiptholders is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, telecopied or telecopied electronically delivered before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same meeting is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, or duly appointed proxies of Receiptholders.

Regulations. (1) The Escrow Warrant Agent, or the Trust Corporation with the approval of the Escrow Warrant Agent, may from time to time make and from time to time or vary such regulations as it shall think fit forthinks fit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue issuance of voting certificates by any bank, trust company or other depositary depository satisfactory to the Escrow Warrant Agent stating that the Subscription Receipt Certificates Warrants specified therein have been deposited with it by a named person Person and will remain on deposit until after the meetinga specified date, which voting certificate shall certificates will entitle the persons Persons named therein to be present and vote at any such meeting of Warrantholders and at any adjournment thereof held before that date or to appoint a proxy or proxies proxyholder(s) to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the persons Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates Warrants specified therein; (b) for the form of instrument appointing a proxyholder(s), the manner in which it must be executed, and verification of the authority of a Person who executes it on behalf of a Warrantholder; (c) governing the places at which and the times by which voting certificates or instruments appointing proxyholder(s) must be deposited; (d) for the deposit of voting certificates and or instruments appointing proxies at such place and time as the Escrow Agent, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (dproxyholder(s) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates or instruments appointing proxies proxyholder(s) to be mailed sent by mail, facsimile or telecopied other means of prepaid, transmitted, recorded communication before the meeting to the Trust Corporation or to the Escrow Warrant Agent at the place where the same meeting is to be held and for the voting of proxies pursuant to instruments appointing proxyholder(s) so deposited as though the instruments themselves were produced at the meeting;; and (e) the form of the instrument of proxy; and (f) generally for the calling convening of meetings of Receiptholders Warrantholders and the conduct of business thereat. thereof. (2) Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save . (3) Except as such regulations may provide, the only persons Persons who shall will be recognized at any a meeting as a Receiptholderthe holders of any Warrants, or be as entitled to vote or or, subject to Section 8.10, be present at the meeting in respect thereof thereof, will be the registered holders of such Warrants or their duly appointed proxyholder(s). (subject 4) Notwithstanding any such regulations, the giving of notice of a meeting of Warrantholders, solicitation of proxies, communication with and the provision of meeting materials to Section 7.9)Warrantholders, and the conduct of any such meeting shall be Receiptholders or their counsel, or proxies of Receiptholdersundertaken in compliance with Applicable Law.

Regulations. The Escrow Agent, or the Trust with the approval of the Escrow Agent, Indenture Trustee may from time to time make reasonable regulations and from time may make reasonable variations to time vary such the regulations as it shall think thinks fit forwith respect to: (a) the setting voting by proxy by Noteholders and the form of instrument appointing proxies and the manner in which the same will be executed and with respect to the production of the record date for a meeting authority of holders any Person signing on behalf of Subscription Receipts for the purpose giver of determining Receiptholders entitled to receive notice of and vote at such meetingthe proxy; (b) the lodging of instruments appointing proxies at any place or places and in such custody as the Indenture Trustee directs and the time, if any, before the holding of the meeting or adjourned meeting by which the same must be deposited; (c) the forwarding by the custodian thereof of particulars of instruments appointing proxies by letter, cable, telegraph, facsimile or electronic messaging system before the meeting to the Trust or to the Indenture Trustee or to the chairperson of the meeting; and (d) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, holders of Book-Entry Notes which voting certificate certificates shall entitle the persons holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof thereof, in the same manner and with the same effect as though the persons holders so named in such voting certificates were the actual registered holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates Definitive Notes. Any regulations so made will be binding and instruments effective and votes given in accordance therewith will be valid and will be counted. Instruments appointing proxies at such place and time as the Escrow Agentproxies, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before which are forwarded in accordance with the meeting to the Trust or to the Escrow Agent at the place where regulations, will confer the same is right to be held and for the voting of proxies so deposited vote as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provideherein otherwise specified, the only persons Persons who shall will be recognized at any meeting of Noteholders as a Receiptholder, the holders of Notes or be as entitled to vote or be present at the meeting in respect thereof (subject will be the Noteholders to Section 7.9), shall be Receiptholders or their counsel, or whom such meeting relates and holders of proxies of Receiptholderssuch Noteholders.

Regulations. The Escrow AgentSubject to all other provisions of these presents and mandatory provisions of applicable Italian law, the Trustee may (after consultation with the Issuer and the Guarantors where the Trustee considers such consultation to be practicable but without the consent of the Issuer, the Guarantors, the holders or the Trust with Couponholders) prescribe such further or alternative regulations regarding the approval requisitioning and/or the holding of meetings and attendance and voting thereat as the Trustee may in its sole discretion reasonably think fit (including, without limitation, the substitution for periods of 24 Hours and 48 Hours referred to in this Schedule of shorter periods). Such regulations may, without prejudice to the generality of the Escrow Agentforegoing, reflect the practices and facilities of any relevant Clearing System. Notice of any such further or alternative regulations may, at the sole discretion of the Trustee, be given to Noteholders in accordance with Condition 13 at the time of service of any notice convening a meeting or at such other time as the Trustee may from time decide. To: BNP Paribas Trust Corporation UK Limited ▇▇ ▇▇▇▇▇▇▇▇ London EC2R 6PA Fax: ▇▇▇▇ ▇▇▇ ▇▇▇▇ For the attention of: The Manager [Date] Dear Sirs This certificate is delivered to time make you in accordance with Clause 14(f) of the Trust Deed dated 10 November 2010 (the Trust Deed) and from time made between Luxottica Group S.p.A. (the Issuer), Luxottica U.S. Holdings Corp. and Luxottica S.r.l. (the Original Guarantors) and BNP Paribas Trust Corporation UK Limited (the Trustee). All words and expressions defined in the Trust Deed shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings herein. We hereby certify that, to time vary such regulations as it shall think fit for:the best of our knowledge, information and belief (having made all reasonable enquiries): (a) as at [ ](1), no Event of Default, Potential Event of Default, Change of Control or Change of Control Put Event existed [other than [ ]](2) and no Event of Default, Potential Event of Default, Change of Control or Change of Control Put Event had existed at any time since [ ](3) [the setting certification date (as defined in the Trust Deed) of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting;last certificate delivered under Clause [14(f)]](4) [other than [ ]](5); and (b) from and including [ ](3) [the issue certification date of voting certificates by any bankthe last certificate delivered under Clause [14(f)]](4) to and including [ ](1), trust company or other depositary satisfactory to the Escrow Agent stating that Issuer and the Subscription Receipt Certificates specified therein Original Guarantors have been deposited complied in all respects with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof its obligations under these presents (as defined in the same manner and with Trust Deed) [other than [ ]](6). (1) Specify a date not more than 7 days before the same effect as though the persons so named in such voting certificates were the actual holders date of delivery of the Subscription Receipt Certificates specified therein;certificate. (c2) the deposit If any Event of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentDefault, the Trust Potential Event of Default, Change of Control or the ReceiptholdersChange of Control Put Event did exist, convening the meeting, as the case may be, may in the notice convening the meeting direct;give details; otherwise delete. (d3) Insert date of Trust Deed in respect of the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust or to the Escrow Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;first certificate delivered under Clause 14(f), otherwise delete. (e4) Include unless the form of certificate is the instrument of proxy; andfirst certificate delivered under Clause 14(f) , in which case delete. (f5) generally for If any Event of Default, Potential Event of Default, Change of Control or Change of Control Put Event did exist, give details; otherwise delete. (6) If the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at Issuer and/or either Guarantor has failed to comply with any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9obligation(s), shall be Receiptholders or their counsel, or proxies of Receiptholdersgive details; otherwise delete.

Regulations. (1) The Escrow Warrant Agent, or the Trust Corporation with the approval of the Escrow Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Registered Warrantholders entitled to receive notice of and to vote at such the meeting; (b) the issue of voting certificates by any bank, trust company or other depositary depository satisfactory to the Escrow Warrant Agent stating that the Subscription Receipt Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Warrant Agent, the Trust Corporation or the Receiptholders, Registered Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust Corporation or to the Escrow Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) and generally for the calling of meetings of Receiptholders Registered Warrantholders and the conduct of business thereat. . (2) Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderRegistered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, Registered Warrantholders or proxies of ReceiptholdersRegistered Warrantholders.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time make make, and from time to time time, vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts the Holders for the purpose of determining Receiptholders the Holders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary depository satisfactory to the Escrow Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders Holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust Corporation or the ReceiptholdersHolders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, faxed or telecopied transmitted by other electronic means before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxyproxy and the manner in which the instrument of proxy must be executed; and (f) generally for the calling of meetings of Receiptholders the Holders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderHolder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.98.9), shall be Receiptholders the Holders or their counsel, counsel or duly appointed proxies of Receiptholdersthe Holders.

Regulations. The Escrow Warrant Agent, or the Trust Corporation with the approval of the Escrow Warrant Agent, may from time to time make and from time to time or vary such regulations as it shall think fit forproviding for and governing the following: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates certificates: (i) by any bank, trust company or other depositary satisfactory to depository approved by the Escrow Agent stating Warrant Agent, certifying that the Subscription Receipt Certificates specified therein Warrants have been deposited with it by a named person holder and will remain on deposit until after the meeting; or (ii) by any bank, trust company, insurance company, governmental department or agency approved by the Warrant Agent, certifying that it is the holder of specified Warrants and will continue to hold the same until after the meeting; (b) which voting certificate certificates shall entitle the persons holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof thereof, in the same manner and with the same effect as though the persons so holders named in such the voting certificates were the actual holders of the Subscription Receipt Certificates specified thereinWarrants; (c) the form of the instrument appointing a proxy (which shall be in writing), the manner in which the same shall be executed and the form of any authority under which a person executes a proxy on behalf of a Warrantholder; (d) the deposit of voting certificates and certificates, instruments appointing proxies or authorities at such place and time or places as the Escrow Agent, the Trust Warrant Agent (or the Receiptholders, convening Corporation or Warrantholders in case the meetingmeeting is convened by the Corporation or the Warrantholders, as the case may be, ) may in the notice convening the meeting directdirect and the time (if any) before the holding of the meeting or adjourned meeting at which the same shall be deposited; (de) the deposit of voting certificates and or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling for particulars of such the voting certificates or instruments appointing proxies to be mailed cabled or telecopied telegraphed or notified by other means of communication before the meeting to the Trust Corporation or to the Escrow Warrant Agent at the place where the same is to be held and for the voting of voting certificates and proxies so deposited as though if the voting certificates or the instruments themselves were produced at the meeting; meeting or deposited at any other place required pursuant to subsection (e) the form of the instrument of proxyc); and (f) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such the regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholderthe holders of any Warrants, or be as entitled to vote or to be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders registered Warrantholders or their counsel, or proxies of Receiptholderscounsel and persons whom registered Warrantholders have by instrument in writing duly appointed as their proxies.

Regulations. (1) The Escrow AgentTrustee, or the Trust SMTC Canada with the approval of the Escrow AgentTrustee, may from time to time make and from time to time or vary such regulations as it shall think fit forthinks fit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary depository satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Certificates Share Purchase Warrants specified therein have been deposited with it by a named person and will remain on deposit until after the meetinga specified date, which voting certificate shall certificates will entitle the persons named therein to be present and vote at any such meeting of Warrantholders and at any adjournment thereof held before that date or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates Share Purchase Warrants specified therein; (b) for the form of instrument appointing a proxy, the manner in which it must be executed, and verification of the authority of a person who executes it on behalf of a Warrantholder; (c) governing the places at which and the times by which voting certificates or instruments appointing proxies must be deposited; (d) for the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Agent, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates or instruments appointing proxies to be mailed sent by mail, cable, telex or telecopied other means of prepaid, transmitted, recorded communication before the meeting to the Trust SMTC Canada or to the Escrow Agent Trustee at the place where the same meeting is to be held and for the voting of pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (fe) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. thereof. (2) Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save . (3) Except as such regulations may provide, the only persons who shall will be recognized at any a meeting as a Receiptholderthe holders of any Share Purchase Warrants, or be as entitled to vote or or, subject to Section 8.10, be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall will be Receiptholders the registered holders of such Share Purchase Warrants or their counsel, or proxies of Receiptholdersduly appointed proxies.

Regulations. The Escrow AgentTrustee, or the Trust Corporation with the approval of the Escrow AgentTrustee, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Warrantholders entitled to receive notice of and to vote at such a meeting; (b) the issue of voting certificates by any bank, trust company or other depositary depository satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate certificates shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, cabled, telegraphed or telecopied sent by other means of electronic transmission before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.97.09), shall be Receiptholders Warrantholders or their counsel, or proxies of ReceiptholdersWarrantholders.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary depository satisfactory to the Escrow Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person Person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust Corporation or the Receiptholders, Receiptholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, faxed or telecopied otherwise sent electronically before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxyproxy and the manner in which the instrument of proxy must be executed; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.98.9), shall be Receiptholders or their counsel, or duly appointed proxies of Receiptholders.

Regulations. The Escrow Agent, Trustee or the Trust Corporation with the approval of the Escrow Agent, Trustee may from time to time make and from time to time vary such regulations as it shall from time to time think fit forfit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates certificates: (i) by any bank, trust company or other depositary satisfactory to approved by the Escrow Agent stating Trustee certifying that the Subscription Receipt Certificates specified therein unregistered Debt Securities have been deposited with it by a named person holder and will remain on deposit until after the meetingmeeting and any adjournment thereof; and (ii) by any bank, trust company, insurance company, governmental department or agency approved by the Trustee certifying that it is the holder of specified unregistered Debt Securities and will continue to hold the same until after the meeting and any adjournment thereof; which voting certificate certificates shall entitle the persons holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof thereof, in the same manner and with the same effect as though the persons holders so named in such voting certificates were the actual holders bearers of the Subscription Receipt Certificates Debt Securities specified therein; (cb) for the deposit of voting certificates and and/or instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Debt Security holders convening the meeting, as the case may be, may in the notice convening the meeting direct;; and (dc) for the deposit of voting certificates and and/or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates and/or instruments appointing proxies to be mailed mailed, cabled, telegraphed, telecopied or telecopied sent by other means of recorded communication before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholderthe holders of any Debt Securities, or be as entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders or persons who produce unregistered Debt Securities at the meeting and the registered Debt Security holders and persons whom registered Debt Security holders have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow Receipt Agent, or the Trust Company with the approval of the Escrow AgentReceipt Agent and the Agents, may from time to time make and from time to time vary or revoke such regulations as it shall think fit forconsider appropriate providing for and governing: (a) the setting form of the record date for instrument appointing a meeting proxy, which shall be in writing, and the manner in which such instrument shall be executed and the production of holders the authority of Subscription Receipts for the purpose any person executing any such instrument on behalf of determining Receiptholders entitled to receive notice of and vote at such meetinga Receiptholder; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Receipt Agent, the Trust Company or the Receiptholders, Receiptholder convening the meeting, as the case may be, may may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting director any adjournment thereof by which such instruments must be deposited; (dc) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied faxed before the meeting to the Trust Company or to the Escrow Receipt Agent at the place where the same meeting is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (fd) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholderthe holders of any Subscription Receipts, or be as entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders or and persons whom Receiptholders have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow Subject to compliance with the provisions of this Indenture and Applicable Legislation, the Warrant Agent, or the Trust Corporation with the approval of the Escrow Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: : (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Registered Warrantholders entitled to receive notice of and to vote at such the meeting; ; (b) the issue of voting certificates means by any bank, trust company which a meeting may be convened or held (including by telephonic or other depositary satisfactory to electronic means) and/or the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, means in which voting certificate shall entitle the persons named therein to may be present and vote conducted at any such a meeting and at any adjournment thereof or of Registered Warrantholders; (c) for Registered Warrantholders to appoint a proxy or proxies to represent them and vote for them at any such meeting (and at any adjournment thereof thereof) and the manner in which same is to be executed, and for the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders production of the Subscription Receipt Certificates specified therein; authority of any persons signing on behalf of the Registered Warrantholder appointing them; (cd) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Warrant Agent, the Trust Corporation or the Receiptholders, Registered Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; ; (de) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied sent by facsimile or other electronic format before the meeting to the Trust Corporation or to the Escrow Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; ; (ef) the form of the instrument of proxyproxy or the manner in which it must be executed; and and (fg) generally for the calling of meetings of Receiptholders Registered Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderRegistered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, Registered Warrantholders or proxies of ReceiptholdersRegistered Warrantholders.

Regulations. The Escrow AgentAgent or Mongoose, or the Trust with the approval of the Escrow Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Agent, the Trust Mongoose or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied sent by facsimile before the meeting to the Trust Mongoose or to the Escrow Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, or duly appointed proxies of Receiptholders.

Regulations. The Escrow Agent, Trustee or the Trust Company with the approval of the Escrow Agent, Trustee may from time to time make and from time to time or vary such regulations as it shall they will think fit forfit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Warrantholders entitled to receive notice of and to vote at such the meeting; (b) for the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Certificates Unit Warrants specified therein have been deposited with it the depository by a named person and will remain on deposit until after the meeting, which voting certificate shall certificates will entitle the persons named therein to be present and vote at any such the meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such that meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such the voting certificates were the actual holders of the Subscription Receipt Certificates Unit Warrants specified therein; (c) for the deposit of voting certificates and and/or instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Company or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) for the deposit of voting certificates and and/or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such the voting certificates and/or instruments appointing proxies to be mailed sent by mail, cable, fax or telecopied other means of prepaid, transmitted, recorded communication before the meeting to the Trust Company or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) for the form of the instrument of appointing a proxy; and (f) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save Except as such the regulations may provide, the only persons who shall will be recognized at any meeting as a Receiptholderthe holders of any Special Warrants, or be as entitled to vote or or, subject to section 10.10, be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall will be Receiptholders persons who are the registered holders of Unit Warrants or their counsel, or proxies of Receiptholdersduly appointed proxies.

Regulations. (1) The Escrow AgentTrustee, or the Trust AltaRex with the approval of the Escrow AgentTrustee, may from time to time make and from time to time or vary such regulations as it shall think fit forthinks fit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Certificates Special Warrants specified therein have been deposited with it by a named person and will remain on deposit until after the meetinga specified date, which voting certificate shall certificates will entitle the persons named therein to be present and vote at any such meeting of Special Warrantholders and at any adjournment thereof held before that date or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates Special Warrants specified therein; (cb) for the form of instrument appointing a proxy, the manner in which it must be executed, and verification of the authority of a person who executes it on behalf of a Special Warrantholder; (d) for the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Agent, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates or instruments appointing proxies to be mailed sent by mail, cable, telex or telecopied other means of prepaid, transmitted, recorded communication before the meeting to the Trust AltaRex or to the Escrow Agent Trustee at the place where the same meeting is to be held and for the voting of pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (fe) generally for the calling of meetings of Receiptholders Special Warrantholders and the conduct of business thereat. thereof. (2) Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save . (3) Except as such regulations may provide, the only persons who shall will be recognized at any a meeting as a Receiptholderthe holders of any Special Warrants, or be as entitled to vote or or, subject to Section 7.10, be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall will be Receiptholders the registered holders of such Special Warrants or their counsel, or proxies of Receiptholdersduly appointed proxies.

Regulations. The Escrow Agent, or the Trust with the approval of the Escrow Agent, Indenture Trustee may from time to time make reasonable regulations and from time may make reasonable variations to time vary such the regulations as it shall think thinks fit forwith respect to: (a) the setting voting by proxy by Noteholders and the form of instrument appointing proxies and the manner in which the same will be executed and with respect to the production of the record date for a meeting authority of holders any Person signing on behalf of Subscription Receipts for the purpose giver of determining Receiptholders entitled to receive notice of and vote at such meetingthe proxy; (b) the lodging of instruments appointing proxies at any place or places and in such custody as the Indenture Trustee directs and the time, if any, before the holding of the meeting or adjourned meeting by which the same must be deposited; (c) the forwarding by the custodian thereof of particulars of instruments appointing proxies by letter, cable, telegraph, facsimile or electronic messaging system before the meeting to the Trust or to the Indenture Trustee or to the chairperson of the meeting; (d) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, holders of Book-Entry Notes which voting certificate certificates shall entitle the persons holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof thereof, in the same manner and with the same effect as though the persons holders so named in such voting certificates were the actual registered holders of the Subscription Receipt Certificates specified therein;Definitive Notes; and (ce) any other matters it deems necessary for the deposit proper conduct of voting certificates the meeting. Any regulations so made will be binding and instruments effective and votes given in accordance therewith will be valid and will be counted. Instruments appointing proxies at such place and time as the Escrow Agentproxies, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before which are forwarded in accordance with the meeting to the Trust or to the Escrow Agent at the place where regulations, will confer the same is right to be held and for the voting of proxies so deposited vote as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provideherein otherwise specified, the only persons Persons who shall will be recognized at any meeting of Noteholders as a Receiptholder, the holders of Notes or be as entitled to vote or be present at the meeting in respect thereof (subject will be Noteholders to Section 7.9), shall be Receiptholders or their counsel, or which such meeting relates and holders of proxies of Receiptholderssuch Noteholders.

Regulations. The Escrow Agent(a) Subject to the Trustee having sent a copy of any proposed regulations to all applicable Holders with the notice of meeting given pursuant to Section 10.02, the Trustee or the Trust Issuer (with the approval of the Escrow Agent, Trustee) may from time to time make and from time to time vary such regulations as it shall from time to time think fit forproviding for and governing: (a1) the setting voting by proxy by Holders and form of instrument appointing proxies where authorized under such regulations and the manner in which the same shall be executed, and for the production of the record date for a meeting authority of holders any person signing on behalf of Subscription Receipts for the purpose giver of determining Receiptholders entitled to receive notice of and vote at such meetingproxy; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c2) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Issuer or the Receiptholders, Holders convening the meeting, as the case may be, may may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting director any adjournment thereof by which the same shall be deposited; (d3) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied sent by facsimile before the meeting to the Trust Issuer or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f4) generally for the calling such other matters as may be specified in any Supplemental Indenture in respect of meetings any series of Receiptholders and the conduct of business thereat. Securities. (b) Any regulations regulation so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholderthe holders of any Securities, or be as entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or Holders to which the meeting relates and persons whom Holders have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow AgentTrustee, or the Trust Corporation with the approval of the Escrow AgentTrustee, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Warrantholders entitled to receive notice of and to vote at such a meeting; (b) the issue of voting certificates by any bank, trust company or other depositary depository satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate certificates shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, cabled, telegraphed or telecopied sent by other means of electronic transmission before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.98.9), shall be Receiptholders Warrantholders or their counsel, or proxies of ReceiptholdersWarrantholders.

Regulations. The Escrow AgentTrustee, or the Trust Corporation with the approval of the Escrow AgentTrustee, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts Warrantholders for the purpose of determining Receiptholders Warrantholders entitled to receive notice of and to vote at such the meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders Warrantholders or their counsel, or proxies of ReceiptholdersWarrantholders.

Regulations. 11.9.1 The Escrow AgentTrustee, or the Trust Company with the approval of the Escrow AgentTrustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit forproviding for and governing: (a) the setting voting by proxy by Debenture holders and form of instrument appointing proxies where authorized under such regulations and the manner in which the same shall be executed, and for the production of the record date for a meeting authority of holders any person signing on behalf of Subscription Receipts for the purpose giver of determining Receiptholders entitled to receive notice of and vote at such meetingproxy; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Company or the Receiptholders, Debenture holders convening the meeting, as the case may be, may may, in the notice convening the meeting, direct the time, if any, before the holding of the meeting direct;or any adjournment thereof by which the same shall be deposited; and (dc) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, cabled, telegraphed, telecopied or telecopied sent by telex before the meeting to the Trust Company or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;. (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. 11.9.2 Any regulations so regulation made in accordance with this section 11.9 shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholderthe holders of any Debentures, or be as entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders or Debenture holders and persons whom Debenture holders have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow Agent, or the Trust with the approval of the Escrow Agent, Company may from time to time make and from time to time vary such regulations as it shall think fit forfit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating depository certifying that the Subscription Receipt Certificates specified therein Warrants have been deposited with it by a named person Holder and will remain on deposit until after the meeting, which voting certificate shall entitle the persons Holder named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them him and vote for them him at any such meeting and at any adjournment thereof thereof, in the same manner and with the same effect as though the persons Holder so named in such voting certificates were certificate was the actual holders bearer or holder of the Subscription Receipt Certificates Warrant specified therein; (cb) for the deposit of voting certificates and and/or instruments appointing proxies at such place and time as the Escrow Agent, the Trust Company or the Receiptholders, Warrant Holders convening the meeting, as the case may bemaybe, may in the notice convening the meeting direct; (dc) for the deposit of voting certificates and and/or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates and/or instruments appointing proxies to be mailed or telecopied mailed, faxed before the meeting to the Trust or to the Escrow Agent Company at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;; and (ed) for the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as the Holder of a ReceiptholderWarrant, or be as entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders or their counsel, or proxies of Receiptholderspersons who produce Warrants at the meeting.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the a record date for a meeting of holders of Subscription Receipts for the purpose of determining the Subscription Receiptholders entitled to receive notice of and to vote at such the meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust Corporation or the Receiptholders, Subscription Receiptholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (dc) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (ed) the form of the instrument of proxy; and (fe) generally for the calling of meetings of Subscription Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Subscription Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.98.9), shall be Subscription Receiptholders or their counsel, or proxies of Subscription Receiptholders.

Regulations. The Escrow Warrant Agent, or the Trust Corporation with the approval of the Escrow Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Warrantholders entitled to receive notice of and to vote at such the meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Warrant Agent stating that the Subscription Receipt Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Warrant Agent, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, delivered or telecopied faxed before the meeting to the Trust Corporation or to the Escrow Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section section 7.9), ) shall be Receiptholders Warrantholders or their counsel, or proxies of ReceiptholdersWarrantholders.

Regulations. (1) The Escrow AgentTrustee, or the Trust SMTC Canada with the approval of the Escrow AgentTrustee, may from time to time make and from time to time or vary such regulations as it shall think fit forthinks fit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Certificates Special Warrants specified therein have been deposited with it by a named person and will remain on deposit until after the meetinga specified date, which voting certificate shall certificates will entitle the persons named therein to be present and vote at any such meeting of Special Warrantholders and at any adjournment thereof held before that date or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates Special Warrants specified therein; (b) for the form of instrument appointing a proxy, the manner in which it must be executed, and verification of the authority of a person who executes it on behalf of a Special Warrantholder; (c) governing the places at which and the times by which voting certificates or instruments appointing proxies must be deposited; (d) for the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Agent, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates or instruments appointing proxies to be mailed sent by mail, cable, telex or telecopied other means of prepaid, transmitted, recorded communication before the meeting to the Trust SMTC Canada or to the Escrow Agent Trustee at the place where the same meeting is to be held and for the voting of pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (fe) generally for the calling of meetings of Receiptholders Special Warrantholders and the conduct of business thereat. thereof. (2) Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save . (3) Except as such regulations may provide, the only persons who shall will be recognized at any a meeting as a Receiptholderthe holders of any Special Warrants, or be as entitled to vote or or, subject to Section 8.10, be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall will be Receiptholders the registered holders of such Special Warrants or their counsel, or proxies of Receiptholdersduly appointed proxies.

Regulations. The Escrow Receipt Agent, or the Trust Company with the approval of the Escrow AgentReceipt Agent and the Agents, may from time to time make and from time to time vary or revoke such regulations as it shall think fit forconsider appropriate providing for and governing: (a) the setting form of the record date for instrument appointing a meeting proxy, which shall be in writing, and the manner in which such instrument shall be executed and the production of holders the authority of Subscription Receipts for the purpose any person executing any such instrument on behalf of determining Receiptholders entitled to receive notice of and vote at such meetinga Receiptholder; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Receipt Agent, the Trust Company or the Receiptholders, Receipt holder convening the meeting, as the case may be, may may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting director any adjournment thereof by which such instruments must be deposited; (dc) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied faxed before the meeting to the Trust Company or to the Escrow Receipt Agent at the place where the same meeting is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (fd) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholderthe holders of any Subscription Receipts, or be as entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders or and persons whom Receiptholders have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow Warrant Agent, or the Trust Company with the approval of the Escrow Warrant Agent, may from time to time make and from time to time or vary such regulations as it shall think fit forproviding for and governing the following: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates certificates: (i) by any bank, trust company or other depositary satisfactory to depository approved by the Escrow Agent stating Warrant Agent, certifying that the Subscription Receipt Certificates specified therein Warrants have been deposited with it by a named person holder and will remain on deposit until after the meeting; or (ii) by any bank, trust company, insurance Company, governmental department or agency approved by the Warrant Agent, certifying that it is the holder of specified Warrants and will continue to hold the same until after the meeting, which voting certificate certificates shall entitle the persons holders named therein to be present and vote at any such meeting and at any adjournment thereof hereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof thereof, in the same manner and with the same effect as though the persons so holders named in such the voting certificates were the actual holders of the Subscription Receipt Certificates specified thereinWarrants; (b) the form of the instrument appointing a proxy (which shall be in writing), the manner in which the same shall be executed and the form of any authority under which a person executes a proxy on behalf of a Warrantholder; (c) setting a record date for a Meeting for determining Warrantholders entitled to receive notice of and vote at a Meeting; (d) the deposit of voting certificates and certificates, instruments appointing proxies or authorities at such place and time or places as the Escrow Agent, the Trust Warrant Agent (or the Receiptholders, convening Company or Warrantholders in case the meetingmeeting is convened by the Company or the Warrantholders, as the case may be, ) may in the notice convening the meeting directdirect and the time (if any) before the holding of the meeting or adjourned meeting at which the same shall be deposited; (de) the deposit of voting certificates and or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling for particulars of such the voting certificates or instruments appointing proxies to be mailed cabled or telecopied telegraphed or notified by other means of communication before the meeting to the Trust Company or to the Escrow Warrant Agent at the place where the same is to be held and for the voting of voting certificates and proxies so deposited as though if the voting certificates or the instruments themselves were produced at the meeting; meeting or deposited at any other place required pursuant to subsection (e) the form of the instrument of proxyc); and (f) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the The only persons who shall be recognized at any meeting as a Receiptholderthe holders of any Warrants, or be as entitled to vote or to be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders or registered Warrantholders and persons whom registered Warrantholders have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow AgentTrustee, or the Trust Corporation with the approval of the Escrow AgentTrustee, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts Warrantholders for the purpose of determining Receiptholders Warrantholders entitled to receive notice of and to vote at such the meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, Warrantholders or proxies of ReceiptholdersWarrantholders.

Regulations. The Escrow (a) Subject to the provisions of this Indenture, the Warrant Agent, or the Trust Corporation with the approval of the Escrow Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit forfit: (ai) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to approved by the Escrow Warrant Agent stating certifying that the Subscription Receipt Certificates specified therein Warrants have been deposited with it by a named person holder and will remain on deposit until after the meetingmeeting of Warrantholders, which voting certificate certificates shall entitle the persons holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons holders so named in such voting certificates were the actual holders of the Subscription Receipt Certificates Warrant specified therein; (cii) for Warrantholders to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof and the manner in which same shall be executed, and for the production of the authority of any Persons signing on behalf of the grantor of such proxy; (iii) for the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Warrant Agent, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening calling the meeting direct; (div) for the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting of Warrantholders is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, delivered or telecopied sent by facsimile transmission before the meeting to the Trust Corporation or to the Escrow Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (ev) for the form of the voting certificates and instrument of proxy; and (fvi) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. . (b) Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, or as may be expressly provided for herein, the only persons Persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), 9.9) shall be Receiptholders Warrantholders or their counsel, Persons holding voting certificates or proxies instruments of Receiptholdersproxy of Warrantholders.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust Corporation or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (dc) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (ed) the form of the instrument of proxyproxy and the manner in which the instrument of proxy must be executed; and (fe) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.99.9), shall be Receiptholders or their counsel, or duly appointed proxies of Receiptholders.

Regulations. The Escrow Agent, or the Trust with the approval of the Escrow Agent, Corporation may from time to time make and from time to time or vary such regulations as it shall will think fit forfit: (ai) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating depository, certifying that the Subscription Receipt Certificates specified therein Warrants have been deposited with it by a named person Holder and will remain on deposit until after the meeting, which voting certificate shall will entitle the persons named therein Holders to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons holders so named in such voting certificates were the actual holders bearers of the Subscription Receipt Certificates Warrants specified therein; (cii) for the deposit of voting certificates and or instruments appointing proxies at such place and time as the Escrow Agent, the Trust Corporation or the Receiptholders, Warrant Holders convening the meeting, as the case may be, may in the notice convening the meeting direct; (diii) for the deposit of voting certificates and or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held held, and enabling particulars of such voting certificates or instruments appointing proxies to be mailed mailed, cabled or telecopied telegraphed before the meeting to the Trust or to the Escrow Agent Corporation at the place where the same is to be held held, and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;; and (eiv) for the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save as such regulations may provide, the only persons who shall will be recognized at any meeting as a Receiptholderthe Holder of any Warrants, or be as entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall will be Receiptholders or their counsel, or proxies of Receiptholderspersons who produce Warrants at the meeting.

Regulations. The Escrow Agent, Trustee or the Trust Corporation with the approval of the Escrow Agent, Trustee may from time to time make and from time to time vary such regulations as it shall from time to time think fit forfit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates certificates: (i) by any bank, trust company or other depositary satisfactory to depository approved by the Escrow Agent stating Trustee certifying that the Subscription Receipt Certificates specified therein unregistered Debentures have been deposited with it by a named person holder and will remain on deposit until after the meetingmeeting and any adjournment thereof, and (ii) by any bank, trust company, insurance company, governmental department or agency approved by the Trustee certifying that it is the holder of specified unregistered Debentures and will continue to hold the same until after the meeting and any adjournment thereof which voting certificate certificates shall entitle the persons holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof thereof, in the same manner and with the same effect as though the persons holders so named in such voting certificates were the actual holders bearers of the Subscription Receipt Certificates Debentures specified therein; (cb) for the deposit of voting certificates and and/or instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Debenture holders convening the meeting, as the case may be, may in the notice convening the meeting direct;; and (dc) for the deposit of voting certificates and and/or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates and/or instruments appointing proxies to be mailed mailed, cabled, telegraphed, telecopied or telecopied sent by other means of recorded communication before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholderthe holders of any Debentures, or be as entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders or persons who produce unregistered Debentures at the meeting and the registered Debenture holders and persons whom registered Debenture holders have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow ‌ Subject to compliance with the provisions of this Indenture, the Warrant Agent, or the Trust Corporation with the approval of the Escrow Warrant Agent, may from time to time make and from time to time make and vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Warrantholders entitled to receive notice of and to vote at such the meeting; (b) governing the issue of places at which and the times by which voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to instruments appointing proxies must be present and vote at any such meeting and at any adjournment thereof or deposited; (c) for Warrantholders to appoint a proxy or proxies to represent them and vote for them at any such meeting (and at any adjournment thereof thereof) and the manner in which same is to be executed, and for the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders production of the Subscription Receipt Certificates specified thereinauthority of any persons signing on behalf of the Warrantholder appointing them; (cd) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Warrant Agent, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (de) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied sent by facsimile before the meeting to the Trust Corporation or to the Escrow Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (ef) the form of the instrument of proxyproxy or the manner in which it must be executed; and (fg) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders Warrantholders, their authorized representatives or their attorneys and legal counsel, or proxies of ReceiptholdersWarrantholders.

Regulations. A debenture holder may be present and vote at any meeting of debenture holders by an authorized representative. The Escrow Agent, Company (in case it convenes a meeting) or the Trust with the approval of the Escrow Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: Trustee (ain any other case) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled enabling the debenture holders to receive notice of be present and vote at such meeting; (b) the issue any meeting without producing their Debentures, and of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein enabling them to be present and vote at any such meeting by proxy and of lodging instruments appointing such proxies at some place other than the place where the meeting is to be held, may from time to time make and vary or revoke such regulations as it shall from time to time think fit providing for and governing any adjournment thereof or to appoint a proxy or proxies to represent them of the following matters and vote such other matters for them at any such meeting and at any adjournment thereof which regulations may, in the same opinion of the Trustee or the Company, be necessary or desirable: (a) the form of the instrument appointing a proxy, which shall be in writing, and the manner and with in which the same effect as though shall be executed and the persons so named in such voting certificates were the actual holders production of the Subscription Receipt Certificates specified thereinauthority of any Person signing on behalf of a debenture holder; (cb) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Company or the Receiptholders, debenture holder convening the meeting, as the case may be, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting direct;or any adjournment thereof by which the same be deposited; and (dc) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, faxed, or telecopied sent by electronic communication before the meeting to the Trust Company or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. The Trustee may dispense with any such deposit and permit debenture holders to make proof of ownership in such other manner, if any, as the Trustee may approve. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholderthe holders of any Debentures, or be as entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders or debenture holders and Persons whom debenture holders have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow Agent, Trustee or the Trust Corporation, with the approval of the Escrow AgentTrustee, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company Corporation or other depositary depository satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Warrant Certificates specified therein; (cb) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (dc) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, cabled or telecopied telegraphed before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (ed) the form of the instrument of proxy; and (fe) generally for the calling of meetings meeting of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrantholders, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, Warrantholders or proxies of ReceiptholdersWarrantholders.

Regulations. The Escrow Warrant Agent, or the Trust Company with the approval of the Escrow Warrant Agent, may from time to time make and from time to time or vary such regulations as it shall think fit forproviding for and governing the following: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates certificates: (i) by any bank, trust company or other depositary satisfactory to depository approved by the Escrow Agent stating Warrant Agent, certifying that the Subscription Receipt Certificates specified therein Warrants have been deposited with it by a named person holder and will remain on deposit until after the meeting; or (ii) by any bank, trust company, insurance company, governmental department or agency approved by the Warrant Agent, certifying that it is the holder of specified Warrants and will continue to hold the same until after the meeting, which voting certificate certificates shall entitle the persons holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof thereof, in the same manner and with the same effect as though the persons so holders named in such the voting certificates were the actual holders of the Subscription Receipt Certificates specified thereinWarrants; (b) the form of the instrument appointing a proxy (which shall be in writing), the manner in which the same shall be executed and the form of any authority under which a person executes a proxy on behalf of a Warrantholder; (c) the deposit of voting certificates and certificates, instruments appointing proxies or authorities at such place and time or places as the Escrow Agent, the Trust Warrant Agent (or the Receiptholders, convening Company or Warrantholders in case the meetingmeeting is convened by the Company or the Warrantholders, as the case may be, ) may in the notice convening the meeting directdirect and the time (if any) before the holding of the meeting or adjourned meeting at which the same shall be deposited; (d) the deposit of voting certificates and or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling for particulars of such the voting certificates or instruments appointing proxies to be mailed cabled or telecopied telegraphed or notified by other means of communication before the meeting to the Trust Company or to the Escrow Warrant Agent at the place where the same is to be held and for the voting of voting certificates and proxies so deposited as though if the voting certificates or the instruments themselves were produced at the meeting; meeting or deposited at any other place required pursuant to subsection (e) the form of the instrument of proxyc); and (fe) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such the regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholderthe holders of any Warrants, or be as entitled to vote or to be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders or registered Warrantholders and persons whom registered Warrantholders have by instrument in writing duly appointed as their counsel, or proxies of Receiptholdersproxies.

Regulations. The Escrow Warrant Agent, or the Trust Corporation with the approval of the Escrow Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts Warrantholders for the purpose of determining Receiptholders Warrantholders entitled to receive notice of and to vote at such the meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Warrant Agent stating that the Subscription Receipt Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Warrant Agent, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, cabled or telecopied telegraphed or sent by other means of prepaid, transmitted, recorded communication before the meeting to the Trust Corporation or to the Escrow Warrant Agent at the place where the same meeting is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders Warrantholders or their counsel, or proxies of ReceiptholdersWarrantholders.

Regulations. The Escrow AgentTrustee, or the Trust Corporation with the approval of the Escrow AgentTrustee, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Warrantholders entitled to receive notice of and to vote at such the meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted, provided that such regulations are not inconsistent with the other provisions of this Indenture. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, Warrantholders or proxies of ReceiptholdersWarrantholders.

Regulations. The Escrow AgentSubject to all other provisions of these presents and mandatory provisions of applicable Italian law, the Trustee may (after consultation with the Issuer and the Guarantors where the Trustee considers such consultation to be practicable but without the consent of the Issuer, the Guarantors, the holders or the Trust with Couponholders) prescribe such further or alternative regulations regarding the approval requisitioning and/or the holding of meetings and attendance and voting thereat as the Trustee may in its sole discretion reasonably think fit (including, without limitation, the substitution for periods of 24 Hours and 48 Hours referred to in this Schedule of shorter periods). Such regulations may, without prejudice to the generality of the Escrow Agentforegoing, reflect the practices and facilities of any relevant Clearing System. Notice of any such further or alternative regulations may, at the sole discretion of the Trustee, be given to Noteholders in accordance with Condition 13 at the time of service of any notice convening a meeting or at such other time as the Trustee may from time decide. To: BNP Paribas Trust Corporation UK Limited ▇▇ ▇▇▇▇▇▇▇▇ London EC2R 6PA Fax: +▇▇ (▇)▇▇▇ ▇▇▇ ▇▇▇▇ For the attention of: The Manager [Date] Dear Sirs This certificate is delivered to time make you in accordance with Clause 14(f) of the Trust Deed dated 19 March 2012 (the Trust Deed) and from time made between Luxottica Group S.p.A. (the Issuer), Luxottica U.S. Holdings Corp. and Luxottica S.r.l. (the Original Guarantors) and BNP Paribas Trust Corporation UK Limited (the Trustee). All words and expressions defined in the Trust Deed shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings herein. We hereby certify that, to time vary such regulations as it shall think fit for:the best of our knowledge, information and belief (having made all reasonable enquiries): (a) as at [ ](1), no Event of Default, Potential Event of Default, Change of Control or Change of Control Put Event existed [other than [ ]](2) and no Event of Default, Potential Event of Default, Change of Control or Change of Control Put Event had existed at any time since [ ](3) [the setting certification date (as defined in the Trust Deed) of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting;last certificate delivered under Clause [14(f)]](4) [other than [ ]](5); and (b) from and including [ ](3) [the issue certification date of voting certificates by any bankthe last certificate delivered under Clause [14(f)]](4) to and including [ ](1), trust company or other depositary satisfactory to the Escrow Agent stating that Issuer and the Subscription Receipt Certificates specified therein Original Guarantors have been deposited complied in all respects with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof its obligations under these presents (as defined in the same manner and with Trust Deed) [other than [ ]](6). (1) Specify a date not more than 7 days before the same effect as though the persons so named in such voting certificates were the actual holders date of delivery of the Subscription Receipt Certificates specified therein;certificate. (c2) the deposit If any Event of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentDefault, the Trust Potential Event of Default, Change of Control or the ReceiptholdersChange of Control Put Event did exist, convening the meeting, as the case may be, may in the notice convening the meeting direct;give details; otherwise delete. (d3) Insert date of Trust Deed in respect of the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust or to the Escrow Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;first certificate delivered under Clause 14(f), otherwise delete. (e4) Include unless the form of certificate is the instrument of proxy; andfirst certificate delivered under Clause 14(f) , in which case delete. (f5) generally for If any Event of Default, Potential Event of Default, Change of Control or Change of Control Put Event did exist, give details; otherwise delete. (6) If the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at Issuer and/or either Guarantor has failed to comply with any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9obligation(s), shall be Receiptholders or their counsel, or proxies of Receiptholdersgive details; otherwise delete.

Regulations. The Escrow Agent, or the Trust with the approval of the Escrow Agent, Trustee may from time to time make reasonable regulations and from time may make reasonable variations to time vary such the regulations as it shall think thinks fit forwith respect to: (a) the setting voting by proxy by Holders and the form or forms of instrument appointing proxies and the manner in which such instruments will be executed and with respect to the production of the record date for a meeting authority of holders any Person signing on behalf of Subscription Receipts for the purpose giver of determining Receiptholders entitled to receive notice of and vote at such meetingthe proxy; (b) the delivery (whether in original, facsimile, electronic or other form) or lodging of instruments appointing proxies at any place or places and in such custody as the Trustee directs and the time, if any, before the holding of the meeting or adjourned meeting by which the same must be deposited; (c) the forwarding by the custodian of proxies of particulars of instruments appointing proxies by letter, cable, telegraph, facsimile, electronic messaging system or other means before the meeting to the Issuer or to the Trustee or to the chairperson of the meeting; (d) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, Holders of Global Debt Securities which voting certificate certificates shall entitle the persons Persons named therein in such certificate to be present and vote at any such meeting and at any adjournment thereof of such meeting or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof of such meeting, in the same manner and with the same effect as though the persons Holders so named in such voting certificates were the actual holders registered Holders of the Subscription Receipt Certificates specified therein;Debt Securities represented by such Global Certificate; and (ce) any and all other matters respecting the deposit execution and delivery of voting certificates any documents or instruments evidencing any Holder Action by or on behalf of a Holder making, giving or taking such Holder Action. Any regulations so made will be binding and instruments effective and votes given, and the Holder Actions made, given or taken, in accordance with such regulations will be valid and will be counted. Instruments appointing proxies at such place and time as the Escrow Agentproxies, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before which are forwarded in accordance with the meeting to the Trust or to the Escrow Agent at the place where regulations, will confer the same is right to be held vote, and for the voting of proxies so deposited to make, give or take such Holder Action, as though the instruments themselves were produced at the meeting; (e) meeting or made, given or taken by the form of applicable Holder, as the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereatcase may be. Any regulations so made shall be binding and effective and the votes given Except as otherwise specified in accordance therewith shall be valid and shall be counted. Save as such regulations may providethis Indenture, the only persons Persons who shall will be recognized at any meeting of Holders or as a Receiptholder, or be entitled to vote or be present at any such meeting will be Holders and holders of proxies (or also in the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, or proxies case of ReceiptholdersGlobal Debt Certificate voting certificates) of such Holders.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time or vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust Corporation or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (dc) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied electronically transferred before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (ed) the form of the instrument of proxyproxy and the manner in which the instrument of proxy must be executed; and (fe) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the only votes given in accordance therewith shall be valid and shall be counted. Save Except as such regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.99.9), shall be Receiptholders or Receiptholders, their counsel, or duly appointed proxies of Receiptholders.

Regulations. The Escrow AgentTrustee, or the Trust Corporation with the approval of the Escrow AgentTrustee, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) a. the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Warrantholders entitled to receive notice of and to vote at such the meeting; (b) b. the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Warrant Certificates specified therein; (c) c. the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) d. the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) e. the form of the instrument of proxy; and (f) f. generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders Warrantholders or their counsel, or proxies of ReceiptholdersWarrantholders.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person Person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust Corporation or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed mailed, telecopied or telecopied electronically delivered before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, or proxies of Receiptholders.

Regulations. The Escrow AgentTrustee, or the Trust Corporation with the approval of the Escrow AgentTrustee, may from time to time make and from time to time vary such regulations not contrary to the provisions of this Indenture as it shall think fit for: (a) a. the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders Warrantholders entitled to receive notice of and to vote at such the meeting; (b) b. the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent Trustee stating that the Subscription Receipt Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders bearers of the Subscription Receipt Warrant Certificates specified therein; (c) c. the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow AgentTrustee, the Trust Corporation or the Receiptholders, Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) d. the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust Corporation or to the Escrow Agent Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) e. the form of the instrument of proxy; and (f) f. generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a ReceiptholderWarrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section section 7.9), ) shall be Receiptholders Warrantholders or their counsel, or proxies of ReceiptholdersWarrantholders.

Regulations. (1) The Escrow Warrant Agent, or the Trust Corporation with the approval of the Escrow Warrant Agent, may from time to time make and from time to time or vary such regulations as it shall think fit forthinks fit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary depository satisfactory to the Escrow Warrant Agent stating that the Subscription Receipt Certificates Warrants specified therein have been deposited with it by a named person and will remain on deposit until after the meetinga specified date, which voting certificate shall certificates will entitle the persons named therein to be present and vote at any such meeting of Warrantholders and at any adjournment thereof held before that date or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates Warrants specified therein; (b) for the form of instrument appointing a proxy, the manner in which it must be executed, and verification of the authority of a person who executes it on behalf of a Warrantholder; (c) governing the places at which and the times by which voting certificates or instruments appointing proxies must be deposited; (d) for the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Agent, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates or instruments appointing proxies to be mailed sent by mail, facsimile or telecopied other means of prepaid, transmitted, recorded communication before the meeting to the Trust Corporation or to the Escrow Warrant Agent at the place where the same meeting is to be held and for the voting of pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (fe) generally for the calling of meetings of Receiptholders Warrantholders and the conduct of business thereat. thereof. (2) Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save . (3) Except as such regulations may provide, the only persons who shall will be recognized at any a meeting as a Receiptholderthe holders of any Warrants, or be as entitled to vote or or, subject to Section 8.10, be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall will be Receiptholders the registered holders of such Warrants or their counsel, or proxies of Receiptholdersduly appointed proxies.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time time, may make and from time to time or vary such regulations as it they shall think fit forfit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose deposit of determining Receiptholders entitled to receive notice of and vote instruments appointing proxies at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that place and time as the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after Agent, the Corporation or the Subscription Receiptholders convening the meeting, as the case may be, may in the notice convening the meeting direct, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such the meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates the proxy were the actual holders of the Subscription Receipt Certificates Receipts specified therein; (cb) for the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Agent, the Trust or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such the instruments appointing proxies to be mailed sent by mail, facsimile or telecopied other means of prepaid, transmitted, recorded communication before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (ec) for the form of instrument appointing a proxy and the instrument manner in which the form of proxyproxy may be executed; andand 50793135.4 (fd) generally for the calling of meetings of Subscription Receiptholders and the conduct of business thereatthereat including setting a record date for Subscription Receiptholders entitled to receive notice of or to vote at such meeting. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such the regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholderthe holders of any Subscription Receipts, or be as entitled to vote or or, subject to section 9.10, be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders persons who are the registered holders of Subscription Receipts or their counsel, or proxies of Receiptholdersduly appointed proxies.

Regulations. The Subject to the provisions hereof, the Subscription Receipt and Escrow Agent, or the Trust Corporation with the approval of the Subscription Receipt and Escrow AgentAgent may, may from time to time time, make and from time to time or vary such regulations as it they shall think fit forfit: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary depository satisfactory to the Subscription Receipt and Escrow Agent stating that the Subscription Receipt Certificates Receipts specified therein have been deposited with it the depository by a named person and will remain on deposit until after the meeting, which voting certificate certificates shall entitle the persons named therein to be present and vote at any such the meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such that meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such the voting certificates were the actual holders of the Subscription Receipt Certificates Receipts specified therein; (cb) for the deposit of voting certificates and and/or instruments appointing proxies at such place and time as the Subscription Receipt and Escrow Agent, the Trust Corporation or the Receiptholders, Subscription Receiptholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (dc) for the deposit of voting certificates and and/or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such the voting certificates and/or instruments appointing proxies to be mailed sent by mail, telecopier, cable, telex or telecopied other means of prepaid, transmitted, recorded communication before the meeting to the Trust Corporation or to the Subscription Receipt and Escrow Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (ed) for the form of instrument appointing a proxy and the instrument manner in which the form of proxyproxy may be executed; and (fe) generally for the calling of meetings of Subscription Receiptholders and the conduct of business thereatthereat including setting a record date for Subscription Receiptholders entitled to receive notice of or to vote at such meeting. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such the regulations may provide, the only persons who shall be recognized at any meeting as a Receiptholderthe holders of any Subscription Receipts, or be as entitled to vote or or, subject to section 9.10, be present at the meeting in respect thereof (subject to Section 7.9)thereof, shall be Receiptholders persons who are the registered holders of Subscription Receipts or their counsel, or proxies of Receiptholdersduly appointed proxies.

Regulations. The Escrow Subscription Receipt Agent, or the Trust Corporation with the approval of the Escrow Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for: (a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person Person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Escrow Subscription Receipt Agent, the Trust or Corporation or. the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or telecopied before the meeting to the Trust Corporation or to the Escrow Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (f) generally for the calling of meetings of Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons Persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, or proxies of Receiptholders.