Common use of The Rights Clause in Contracts

The Rights. 2.1 Legend on Common Share Certificates Certificates for the Common Shares, including without limitation Common Shares issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall evidence one Right for each Common Share represented thereby and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed on, written on or otherwise affixed to them (i) the legend set forth in Section 2.1 of the Original Plan, which legend shall be deemed to be amended for all purposes to read the same as the following legend, or (ii) the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated Shareholder Rights Plan Agreement dated as of September 23, 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004), as such may from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between Open Text Corporation (the “Corporation”) and Computershare Investor Services Inc. as Rights Agent, the terms of which are hereby incorporated herein by reference and, a copy of which is on file at the registered office of the Corporation. In certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, redeemed, may expire, may become void (if, in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the ~13~ mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable, after the receipt of a written request therefor. Certificates representing Common Shares that are issued and outstanding at the Record Time or the Amendment Date shall evidence one Right for each Common Share evidenced thereby notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.

The Rights. 2.1 Legend on Common Share Certificates Legend. Certificates for the Common SharesShares or, including without limitation if a certificate has not been issued, the registration of the Common Shares issued upon on the conversion share transfer books of Convertible Securitiesthe Company, issued on or after the Record Time but prior to the earlier of the Separation Time and the Expiration Time Time, shall evidence one Right for each Common Share represented thereby and, commencing as soon as reasonably practicable and the Company shall mail to every Person that acquires Common Shares after the Record Time, but prior to the Separation Time, either certificates for such Common Shares or a confirmation of the registration of such Common Shares on the share transfer books of the Company, which certificates or confirmation shall have impressed on, printed on, written on or otherwise affixed to them (i) the a legend set forth substantially in Section 2.1 of the Original Plan, which legend shall be deemed to be amended for all purposes to read the same as the following legend, or (ii) the following legendform: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated Shareholder a Rights Plan Agreement Agreement, dated as of September 23[•], 2016 2022 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004), as such may be amended from time to time be amendedtime, restated, varied or replaced (the “Rights Agreement”), between Open Text Corporation Toro Corp. (the “CorporationCompany”) and Computershare Investor Services Broadridge Corporate Issuer Solutions, Inc. (or any successor rights agent), as Rights Agent, the terms of which are hereby incorporated herein by reference and, and a copy of which is on file at the registered office principal executive offices of the CorporationCompany. In Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amendedredeemed, redeemedmay become exercisable for securities or assets of the Company or securities of another entity, may be exchanged for Common Shares or other securities or assets of the Company, may expire, may become null and void (if, in certain cases, including if they are “Beneficially Owned” by an “Acquiring Person”” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or a by any transferee thereofof any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificatehereby. The Corporation Company will mail or arrange for the ~13~ mailing of a copy of the Rights Agreement to the holder of this certificate hereof without charge as soon as practicable, after the receipt of a written request therefor. Certificates representing Common Shares that are issued and outstanding at the Record Time (or confirmation of the Amendment Date registration of the Common Shares on the share transfer books with respect to uncertificated shares), shall evidence one Right for each Common Share evidenced thereby notwithstanding thereby. The Company shall mail or arrange for the absence mailing of a copy of this Agreement to any Person that holds Common Shares, as evidenced by the registration of the foregoing legend, until Common Shares in the earlier name of such Person on the share transfer books of the Separation Time and Company, without charge after the Expiration Timereceipt of a written request therefor.

The Rights. 2.1 Issuance and Evidence of Holdings of Rights and Legend on Common Share Certificates Certificates for One Right in respect of each Common Share outstanding at the Record Time and each Common Shares, including without limitation Common Shares issued upon the conversion of Convertible Securities, Share which may be issued after the Record Time but and prior to the earlier of the Separation Time and the Expiration Time shall evidence be issued in accordance with the terms hereof. Notwithstanding the foregoing, one Right in respect of each Common Share issued after the Record Time upon the exercise of rights pursuant to Convertible Securities outstanding at the Record Time may be issued after the Separation Time but prior to the Expiration Time. Certificates representing Common Shares issued after the Record Time but prior to the close of business on the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and, commencing as soon as reasonably practicable after the Record Time, and shall have impressed on, printed on, written on or otherwise affixed to them (i) the legend set forth in Section 2.1 of the Original Plan, which legend shall be deemed to be amended for all purposes to read the same as the following legend, or (ii) the following legend: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated Shareholder Rights Plan Agreement dated as of September 23, 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1April 13, 2004), as such may from time to time be amended, restated, varied or replaced 2011 (the “Rights Agreement”), ) between Open Text Corporation Almaden Minerals Ltd. (the “Corporation”) and Computershare Investor Services Inc. Inc., as Rights Agent, as amended from time to time, the terms of which are hereby incorporated herein by reference and, and a copy of which is on file and may be inspected during normal business hours at the registered principal executive office of the Corporation. In Under certain circumstances, as set forth out in the Rights Agreement, such the Rights may be amended, redeemed, may expire, may become null and void (if, in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the ~13~ mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable, practicable after the receipt of a written request therefor. .” Certificates representing Common Shares that are issued and outstanding at the Record Time or the Amendment Date shall also evidence one Right for each Common Share evidenced thereby represented thereby, notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time. Registered holders of Common Shares who have not received a share certificate and are entitled to do so on the earlier of the Separation Time and the Expiration Time shall be entitled to Rights as if such certificates had been issued and such Rights shall for all purposes hereof be evidenced by the corresponding entries on the Corporation’s securities register for Common Shares.

The Rights. 2.1 Legend on Common Share Certificates LEGEND ON CERTIFICATES Certificates for the Common Shares, including without limitation limitation, Common Shares issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall evidence one Right for each Common Share represented thereby and, commencing as soon as reasonably practicable after the Record Time, and shall have impressed on, printed on, written typewritten on or otherwise affixed to them (i) the legend set forth in Section 2.1 of the Original Plan, which legend shall be deemed to be amended for all purposes to read the same as the following legend, or (ii) the following legend: "Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated Shareholder Rights Plan Agreement dated as of September 23, 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement Agreement, dated as of September 26the 8 day of April, 2013, which amended 2002 (amending and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated restating the Shareholder Rights Plan Agreement dated as of November 1, 2004)the 17 day of March 2002, as such may be from time to time be amended, restated, varied or replaced (the “Rights Agreement”replaced), between Open Text Corporation QLT Inc. (the “Corporation”"CORPORATION") and Computershare Investor Services Inc. Trust Company of Canada, as Rights AgentAgent (the "RIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and, and a copy of which is on file at the registered office principal executive offices of the Corporation. In Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, amended or redeemed, may expire, may become void (if, in certain cases, they are “Beneficially Owned” "BENEFICIALLY OWNED" by an “Acquiring Person”"ACQUIRING PERSON", as such terms are defined in the Rights Agreement, ) whether currently held or a transferee thereof) on behalf or such Person or any subsequent holder or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the ~13~ mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable, within five days after the receipt of a written request therefor. ." Certificates representing Common Shares that are issued and outstanding at the Record Time or the Amendment Date shall evidence one Right for each Common Share evidenced thereby notwithstanding the absence of the foregoing legend, legend until the earlier of the Separation Time and the Expiration Time.

The Rights. 2.1 Legend on Common Share Certificates Certificates for the Common Shares, including without limitation Common Shares issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall evidence one Right for each Common Share represented thereby and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed on, written on or otherwise affixed to them prior to the Amendment Date (i) the legend set forth in Section 2.1 of the Original Plan, the legend set forth in Section 2.1 of the Amended and Restated Shareholders Rights Plan Agreement dated April 21, 1999, the legend set forth in Section 2.1 of the Amended and Restated Shareholder Rights Plan Agreement dated April 26, 2002, or the legend set forth in Section 2.1 of the Amended and Restated Shareholder Rights Plan Agreement dated April 28, 2005, which legend legends shall be deemed to be amended for all purposes to read the same as the following legend, legend or (ii) the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated Shareholder Rights Plan Agreement Agreement, dated as of September 23April 24, 2016 2008 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated January 25, 1996 as of November 1amended and restated April 15, 2004)1996, April 21, 1999, April 26, 2002 and April 28, 2005, as such may from time to time be amended, restated, varied or replaced replaced, (the “Rights Agreement”), between Open Text Corporation Suncor Energy Inc. (the “Corporation”) and Computershare Investor Services Inc. Trust Company of Canada as Rights Agent, the terms of which are hereby incorporated herein by reference and, a copy of which is on file at the registered office of the Corporation. In Under certain circumstances, as set forth forth, in the Rights Agreement, such Rights may be amended, amended or redeemed, may expire, may become void (if, in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the ~13~ mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable, after the receipt of a written request therefor. Certificates representing Common Shares that are issued and outstanding at the Record Time or the Amendment Date shall evidence one Right for each Common Share evidenced thereby notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.

The Rights. 2.1 Legend on Common Share Certificates LEGEND ON COMMON SHARE CERTIFICATES Certificates for the Common Shares, including without limitation Common Shares issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall evidence one Right for each Common Share represented thereby and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed on, written on or otherwise affixed to them (i) the legend set forth in Section 2.1 of the Original Plan, or the legend set forth in Section 2.1 of the Amended and Restated Shareholder Rights Plan Agreement dated May 2, 2002, which legend legends shall be deemed to be amended for all purposes to read the same as the following legend, or (ii) the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated Shareholder Rights Plan Agreement dated as of September 23April 27, 2016 2005 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December May 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 20042002), as such may from time to time be amended, restated, varied or replaced (the “"Rights Agreement”"), between Open Text Corporation Nexen Inc. (the “"Corporation”") and Computershare Investor Services Inc. CIBC Mellon Trust Company as Rights Agent, the terms of which are hereby incorporated herein by reference and, a copy of which is on file at the registered office of the Corporation. In certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, redeemed, may expire, may become void (if, in certain cases, they are “"Beneficially Owned” " by an “"Acquiring Person”", as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the ~13~ mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable, after the receipt of a written request therefor. Certificates representing Common Shares that are issued and outstanding at the Record Time or the Amendment Date shall evidence one Right for each Common Share evidenced thereby notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.

The Rights. 2.1 Legend on Common Share Certificates Legend. Certificates for the Common SharesShares or, including without limitation if a certificate has not been issued, the registration of the Common Shares issued upon on the conversion share transfer books of Convertible Securitiesthe Company, issued on or after the Record Time but prior to the earlier of the Separation Time and the Expiration Time Time, shall evidence one Right for each Common Share represented thereby and, commencing as soon as reasonably practicable and the Company shall mail to every Person that acquires Common Shares after the Record Time, but prior to the Separation Time, either certificates for such Common Shares or a confirmation of the registration of such Common Shares on the share transfer books of the Company, which certificates or confirmation shall have impressed on, printed on, written on or otherwise affixed to them (i) the a legend set forth substantially in Section 2.1 of the Original Plan, which legend shall be deemed to be amended for all purposes to read the same as the following legend, or (ii) the following legendform: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated Shareholder a Rights Plan Agreement Agreement, dated as of September 23___________, 2016 ____ (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004), as such may be amended from time to time be amendedtime, restated, varied or replaced (the “Rights Agreement”), between Open Text Corporation __________ (the “CorporationCompany”) and Computershare Investor Services Inc. _______________________, as Rights Agent, the terms of which are hereby incorporated herein by reference and, and a copy of which is on file at the registered office principal executive offices of the CorporationCompany. In Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amendedredeemed, redeemedmay become exercisable for securities or assets of the Company or securities of another entity, may be exchanged for Common Shares or other securities or assets of the Company, may expire, may become null and void (if, in certain cases, including if they are “Beneficially Owned” by an “Acquiring Person”” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or a by any transferee thereofof any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificatehereby. The Corporation Company will mail or arrange for the ~13~ mailing of a copy of the Rights Agreement to the holder of this certificate hereof without charge as soon as practicable, after the receipt of a written request therefor. Certificates representing Common Shares that are issued and outstanding at the Record Time (or confirmation of the Amendment Date registration of the Common Shares on the share transfer books with respect to uncertificated shares), shall evidence one Right for each Common Share evidenced thereby notwithstanding thereby. The Company shall mail or arrange for the absence mailing of a copy of this Agreement to any Person that holds Common Shares, as evidenced by the registration of the foregoing legend, until Common Shares in the earlier name of such Person on the share transfer books of the Separation Time and Company, without charge after the Expiration Timereceipt of a written request therefor.

The Rights. 2.1 Legend on Common Share Certificates Certificates for the Common Shares, including without limitation Common Shares issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall evidence one Right for each Common Share represented thereby and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed on, written on or otherwise affixed to them (i) the a legend set forth substantially in Section 2.1 of the Original Plan, which legend shall be deemed to be amended for all purposes to read the same as the following legend, or (ii) the following legendform: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated a Shareholder Rights Plan Agreement dated as of September 23May 29, 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004)2008, as such may from time to time be amended, restated, varied or replaced (the “"Rights Agreement”"), between Open Text Corporation Micromem Technologies Inc. (the “"Corporation”") and Computershare Investor Services Inc. Equity Transfer & Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and, and a copy of which is on file at the registered office of the Corporation. In certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, redeemed, may expire, may become void (if, in certain cases, they are “"Beneficially Owned” " by an “"Acquiring Person”", as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the ~13~ mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable, practicable after the receipt of a written request therefor. Certificates representing Common Shares that are issued and outstanding at the Record Time or the Amendment Date shall evidence one Right for each Common Share evidenced thereby notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.

The Rights. 2.1 Legend on Common Share Certificates LEGEND ON CERTIFICATES Certificates for the Common Shares, including without limitation limitation, Common Shares issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall evidence one Right for each Common Share represented thereby and, commencing as soon as reasonably practicable after the Record Time, and shall have impressed on, printed on, written typewritten on or otherwise affixed to them (i) the legend set forth in Section 2.1 of the Original Plan, which legend shall be deemed to be amended for all purposes to read the same as the following legend, or (ii) the following legend: "Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated Shareholder Rights Plan Agreement dated as of September 23, 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement Agreement, dated as of November 1the 4th day of February , 2004), 2005 as such may be from time to time be amended, restated, varied or replaced (the “Rights Agreement”)replaced, between Open Text Aspreva Pharmaceuticals Corporation (the “Corporation”"CORPORATION") and Computershare Investor Services Inc. Inc., as Rights AgentAgent (the "RIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and, and a copy of which is on file at the registered office principal executive offices of the Corporation. In Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, amended or redeemed, may expire, may become void (if, in certain cases, they are “Beneficially Owned” "BENEFICIALLY OWNED" by an “Acquiring Person”"ACQUIRING PERSON", as such terms are defined in the Rights Agreement, ) whether currently held or a transferee thereof) on behalf or such Person or any subsequent holder or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the ~13~ mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable, within five days after the receipt of a written request therefor. ." Certificates representing Common Shares that are issued and outstanding at the Record Time or the Amendment Date shall evidence one Right for each Common Share evidenced thereby notwithstanding the absence of the foregoing legend, legend until the earlier of the Separation Time and the Expiration Time.

The Rights. 2.1 Legend on Issuance and Evidence of Holdings of Rights One Right in respect of each Common Share outstanding at the Record Time and each Common Share which may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof. Notwithstanding the foregoing, one Right in respect of each Common Share issued after the Record Time upon the exercise of rights pursuant to Convertible Securities outstanding at the Record Time may be issued after the Separation Time but prior to the Expiration Time. Certificates Certificates for the Common Shares, including without limitation representing Common Shares issued upon the conversion of Convertible Securities, which are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall also evidence one Right for each Common Share represented thereby and, commencing as soon as reasonably practicable after the Record Time, and shall have impressed on, printed on, written on or otherwise affixed to them (i) the legend set forth in Section 2.1 of the Original Plan, which legend shall be deemed to be amended for all purposes to read the same as the following legend, or (ii) the following legend: “Until the Separation Time (as defined in the Shareholder Rights Agreement referred to below), this certificate also evidences and entitles the to holder hereof to certain Rights as set forth described in an Amended and Restated a Shareholder Rights Plan Agreement dated as of September 23June 22, 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004), as such may from time to time be amended, restated, varied or replaced 2006 (the “Shareholder Rights Agreement”), ) between Open Text Corporation CRYSTALLEX INTERNATIONAL CORPORATION (the “Corporation”) and Computershare Investor Services Inc. as CIBC Mellon Trust Company (the “Rights Agent”), the terms of which are hereby incorporated herein by reference and, and a copy of which is on file at the registered office principal executive offices of the Corporation. In Under certain circumstances, as circumstances set forth out in the Shareholder Rights Agreement, such Rights may be amended, redeemed, the rights may expire, may be amended or redeemed, may become null and void (if, in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the ~13~ mailing of a copy of the Shareholder Rights Agreement to the holder of this certificate without charge as soon as practicable, after the receipt of a written request therefor. .” Certificates representing Common Shares that are issued and outstanding at the Record Time or the Amendment Date shall evidence one Right for each Common Share evidenced thereby represented thereby, notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time. Registered holders of Common Shares who have not received a share certificate and are entitled to do so on the earlier of the Separation Time and the Expiration Time shall be entitled to Rights as if such certificates had been issued and such Rights shall for all purposes hereof be evidenced by the corresponding entries on the Corporation's securities register for common shares.

The Rights. 2.1 Legend on Common Share Certificates Certificates for the Common Shares, including without limitation Common Shares issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall evidence evidence, in addition to Common Shares, one Right for each Common Share represented thereby and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed on, written on or otherwise affixed to them (i) the legend set forth in Section 2.1 of the Original Plan, which legend shall be deemed to be amended for all purposes to read the same as the following legend, or (ii) the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated a Shareholder Rights Plan Agreement dated as of September 23May 14, 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004)2018, as such may from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between Open Text Corporation Dealnet Capital Corp. (the “Corporation”) and Computershare Investor Services Capital Transfer Agency Inc. as Rights Agent, the terms of which are hereby incorporated herein by reference and, a copy of which is on file at the registered office of the CorporationCorporation and is available for viewing at xxx.xxxxx.xxx. The existence of the Rights Agreement may be confirmed at three year intervals by the vote of a majority of the Independent Shareholders (as such term is defined in the Rights Agreement) in a manner which is consistent with the provisions of the Rights Agreement. In certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, redeemed, may expire, may become void (if, in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the ~13~ mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable, after the receipt of a written request therefor. Any Common Shares issued and registered in Book Entry Form (that are evidenced by an advice or other statement on which are maintained electronically the records of the transfers) after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Common Shares, on Right for each Common Share represented by such registration and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly, as the Rights Agent may reasonably require. Certificates representing Common Shares that are issued and outstanding at the Record Time or the Amendment Date shall evidence one Right for each Common Share evidenced thereby notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.

The Rights. 2.1 Legend on Common Share Certificates (a) Certificates for the Common Shares, including without limitation Common Shares issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall also evidence one Right for each Common Share represented evidenced thereby and, commencing as soon as reasonably practicable after the Record Time, and shall have impressed on, printed on, written on or otherwise affixed to them (i) the legend set forth in Section 2.1 of the Original Plan, Agreement (which legend shall be deemed for all purposes to be amended for all purposes to read the same as set forth below), but any Common Share certificates issued after the following legendAmendment Date but prior to the earlier of the Separation Time and the Expiration Time shall have impressed on, printed on, written on, or (ii) otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in an Amended and Restated Shareholder Rights Plan Agreement Agreement, dated as of September 23the 18TH day of MAY, 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004), as such may from time to time be amended, restated, varied or replaced 2023 (the “”Rights Agreement”), between Open Text Corporation SNC-Lavalin group Inc. (the “”Corporation”) and Computershare Investor Services Inc. Inc., as Rights Agent, the terms of which are hereby incorporated herein by reference and, and a copy of which is on file may be inspected during normal business hours at the registered office principal executive offices of the Corporation. In Under certain circumstances, as set forth in the Rights Agreement, such Rights rights may be amended, redeemedterminated, may expire, may become void (if, in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Rights Agreement, whether currently held by or a transferee thereofon behalf of such Person or any subsequent holder) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the ~13~ mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable, it is practicable after the receipt of a written request therefor. Certificates representing Common Shares that are issued and outstanding at the Record Time or the Amendment Date shall evidence one Right for each Common Share evidenced thereby notwithstanding the absence of the foregoing legendJusqu’à l’heure de séparation (définie dans la convention de droits de souscription mentionnée ci-dessous), until the earlier of the Separation Time and the Expiration Timele présent certificat atteste également que son porteur jouit de certains DROITS STIPULÉS DANS UNE CONVENTION MODIFIÉE ET MISE À JOUR CRÉANT UN RÉGIME DE DROITS DE SOUSCRIPTION DES ACTIONNAIRES INTERVENUE EN DATE DU 18 MAI 2023 (« CONVENTION DE DROITS DE souscription ») entre Groupe SNC-Lavalin inc. (« Société ») et Services aux Investisseurs Computershare Inc., à titre d’agent des droits de souscription, convention dont les conditions sont intégrées dans les présentes par renvoi et dont une copie peut être consultée xxxxxx xxx heures normales d’affaires aux bureaux de direction principaux de la Société. Dans certaines circonstances stipulées dans la convention de droits de souscription, ces droits de souscription peuvent être modifiés, être annulés, expirer ou devenir nuls (si, dans certaines CIRCONSTANCES, ILS SONT « DÉTENUS À TITRE DE VÉRITABLE PROPRIÉTAIRE » PAR UNE « PERSONNE FAISANT UNE ACQUISITION », SELON LA DÉFINITION DE CES TERMES DANS LA CONVENTION DE DROITS DE SOUSCRIPTION, QU’ILS SOIENT DÉTENUS ACTUELLEMENT PAR CETTE PERSONNE OU UN PORTEUR ULTÉRIEUR OU POUR LE COMPTE DE CEUX-CI). Les droits de souscription peuvent aussi être attestés par des certificats distincts et peuvent ne plus être attestés par le présent certificat. La Société postera ou fera poster sans frais une copie de la convention de droits de souscription au porteur du présent certificat dès que possible après la réception d’une demande écrite à cet effet.

The Rights. 2.1 Legend on Common Share Certificates LEGEND ON CERTIFICATES Certificates for the Common Shares, including without limitation Common Shares issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall evidence one Right for each Common Share represented thereby and, commencing as soon as reasonably practicable after at the Record Timeoption of the Board of Directors, shall may have impressed on, printed on, written on or otherwise affixed to them (i) the legend set forth in Section 2.1 of the Original Plan, which legend shall be deemed to be amended for all purposes to read the same as the following legend, or (ii) the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated a Shareholder Protection Rights Plan Agreement Agreement, dated as of September 23the 18th day of December, 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 261996, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004), as such may from time to time be amended, restated, varied or replaced (the “"Rights Agreement”"), between Open Text Corporation Solucorp Industries Ltd. (the “"Corporation”") and Computershare Investor Services Inc. CIBC Mellon Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and, and a copy of which is on file may be inspected during normal business hours at the registered office of the Corporation. In Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, redeemed, terminated, may expire, may become void (if, in certain cases, they are “"Beneficially Owned” " by an “"Acquiring Person”", as such terms are defined in the Rights Agreement, whether currently held by or a transferee thereofon behalf of such Person or any subsequent holder) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the ~13~ mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable, is practicable after the receipt of a written request therefor. Certificates representing Common Shares that are issued and outstanding at and after the Record Time or the Amendment Date shall evidence one Right for each Common Share evidenced thereby thereby, notwithstanding the absence of the foregoing legend, legend until the earlier of the Separation Time and the Expiration Time.