PMMBF Pembina Pipeline Corporation (PK)

ARTICLE 1 INTERPRETATION

1.1

1.2

1.3

1.4

1.5

1.6

1.7

1.8

1.9

1.10

ARTICLE 2 PAYMENT AND ISSUE OF SUBSCRIPTION RECEIPTS

2.1

2.2

2.3

2.4

2.5

2.6

2.7

2.8

2.9

2.10

2.11

2.12

2.13

2.14

2.15

2.16

2.17

2.18

ARTICLE 3 ESCROW RELEASE, SATISFACTION OF ISSUANCE RIGHT OR TERMINATION PAYMENT RIGHT

3.1

3.2

3.3

3.4

3.5

3.6

ARTICLE 4 INVESTMENT OF PROCEEDS AND PAYMENT OF INTEREST

4.1

4.2

4.3

ARTICLE 5 RIGHTS OF THE CORPORATION AND COVENANTS

5.1

5.2

5.3

5.4

5.5

5.6

5.7

5.8

5.9

ARTICLE 6 ENFORCEMENT

6.1

6.2

6.3

ARTICLE 7 MEETINGS OF RECEIPTHOLDERS

7.1

7.2

7.3

7.4

7.5

7.6

7.7

7.8

7.9

7.10

7.11

7.12

7.13

7.14

7.15

7.16

ARTICLE 8 SUPPLEMENTAL INSTRUMENTS AND AGREEMENTS

8.1

ARTICLE 9 CONCERNING THE SUBSCRIPTION RECEIPT AGENT

9.1

9.2

9.3

9.4

9.5

9.6

9.7

9.8

9.9

9.10

ARTICLE 10 GENERAL

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

10.12

10.13

10.14

the Proceeds and the Escrowed Underwriters’ Fee are to be delivered to and held by the Subscription Receipt Agent and invested in the manner set forth herein;

Receiptholders shall be entitled to receive any Dividend Equivalent Payment that becomes payable hereunder, first from any Earned Interest on the Escrowed Funds and then as a refund of the Subscription Price held in escrow hereunder in accordance with the terms of this Agreement;

if the Acquisition Closing Time occurs prior to the Termination Time, then:

each Receiptholder shall be entitled to receive, without additional consideration or further action, one (1) Common Share for each Subscription Receipt held;

the Underwriters shall receive the Escrowed Underwriters’ Fee; and

the Corporation shall receive the balance of the Escrowed Funds (including any remaining Earned Interest thereon); and

if the Escrow Release Notice and Direction is not validly delivered prior to the Termination Time, then:

the subscription for Common Shares represented by each Subscription Receipt shall be automatically terminated and cancelled and each Receiptholder shall be entitled to receive an amount equal to the Subscription Price in respect of each Subscription Receipt held thereby, plus:

if a Dividend Equivalent Payment has been paid or is payable to the Receiptholder hereunder, any unpaid Dividend Equivalent Payment owing to the Receiptholder; or

if no Dividend Equivalent Payment has been paid or is payable to the Receiptholder hereunder, such Receiptholder’s Pro Rata Portion of any Earned Interest on the Escrowed Funds; and

the balance of the Escrowed Funds (including any Earned Interest thereon) shall be paid to the Corporation;

Definitions

5:00 p.m. (Calgary time) on the Outside Date, if (i) an Escrow Release Notice and Direction has not been delivered to the Subscription Receipt Agent prior to such time, or (ii) if an Escrow Release Notice and Direction has been delivered to the Subscription Receipt Agent prior to such time, but the Escrowed Funds are subsequently returned to the Subscription Receipt Agent pursuant to Section 3.1(c);

the termination of the Purchase and Sale Agreement;

the delivery by the Corporation to the Lead Underwriters, on behalf of the Underwriters, and the Subscription Receipt Agent of a notice executed by the Corporation indicating that the Corporation does not intend to proceed with the Acquisition; and

the public announcement by the Corporation that it does not intend to proceed with the Acquisition.

Headings

References

references herein to Articles, Sections and Schedules are to Articles and Sections of, and Schedules to, this Agreement; and

“hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions, without reference to a particular provision, refer to this Agreement.

Certain Rules of Interpretation

the singular includes the plural and vice versa; and

references to any gender shall include references to all genders.

Day Not a Business Day

Applicable Law and Attornment

This Agreement and the Subscription Receipts shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the jurisdiction of the courts of the Province of Alberta.

By the execution and delivery of this Agreement, the Corporation (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (or any successor) (together with any successor, the “Agent for Service”), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement or the Subscription Receipts that may be instituted in any federal or state court in the State of New York or brought under U.S. securities laws, and acknowledges that the Agent for Service has accepted such designation, and (ii) agrees that service of process upon the Agent for Service and written notice of such service to the Corporation shall be deemed effective service of process upon the Corporation in any such suit or proceeding. The Corporation further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Subscription Receipts shall be outstanding.

The Corporation irrevocably (i) agrees that any action, suit or proceeding against the Corporation brought by any Underwriter or by any Person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any federal or state court in the State of New York, (ii) waives, to the fullest extent possible, any objection which it may now or hereafter have to the laying of venue of any such proceeding, and (iii) submits to the non-exclusive jurisdiction of such courts

The provisions of this Section 1.6 shall survive any termination of this Agreement, in whole or in part.

Conflict

Currency

Severability

Schedules

Payment Acknowledgement

The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payment of $42.85 per Subscription Receipt that the Escrowed Funds be held by the Subscription Receipt Agent in accordance with the provisions of Article 4 as agent and bailee on behalf of the Receiptholders. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest received or credited thereon until the Acquisition Closing Time (and then only to the extent payable to the Corporation pursuant to Section 3.1(b)) or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a), until the Termination Time. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the Receiptholders and shall invest, disburse and deal with the Escrowed Funds as provided herein.

The Subscription Receipt Agent hereby acknowledges receipt from TD Securities Inc., on behalf of the Underwriters, of a wire transfer or transfers in the aggregate amount of $1,255,590,700.00 and confirms that such funds have been deposited in a segregated account designated as the “Pembina Pipeline Corporation – Subscription Receipts” account (the “Subscription Proceeds Account”), and the Subscription Receipt Agent shall retain and invest such funds solely in accordance with the terms of this Agreement pending payment and release of the Escrowed Funds in accordance with the terms of this Agreement.

The Corporation hereby acknowledges that the amount received by the Subscription Receipt Agent pursuant to Section 2.1(b) represents payment in full by the Underwriters of the aggregate Subscription Price for the 29,900,000 Subscription Receipts (including 3,900,000 Subscription Receipts issued pursuant to the exercise by the Underwriters of the Over-Allotment Option (the “Over-Allotment Subscription Receipts”)) issued on the date hereof.

Each of the Lead Underwriters, on behalf of the Underwriters, hereby acknowledges:

receipt of 29,900,000 Subscription Receipts electronically deposited and registered in the name of CDS (or its nominee); and

satisfaction by the Corporation of its obligation to pay 50% of the fee payable to the Underwriters in respect of the Subscription Receipts issued on the date hereof pursuant to the Underwriting Agreement.

Terms and Issue of Subscription Receipts

A maximum of 29,900,000 Subscription Receipts (including, for greater certainty, 3,900,000 Over-Allotment Subscription Receipts) are hereby created and authorized to be issued.

The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the form attached hereto as Schedule “A”, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent and CDS, prescribe and shall be issuable in any whole number denominations.

The Subscription Receipt Agent is hereby directed, concurrently with the execution and delivery of this Agreement, to Authenticate, issue and electronically deposit 29,900,000 Subscription Receipts registered in the name of CDS (or its nominee).

Upon the issue of the Subscription Receipts in accordance with Section 2.2(c), such Subscription Receipts shall be deemed to have been Authenticated by the Subscription Receipt Agent upon the direction provided for in Section 2.2(c) and electronically deposited with CDS in accordance with the instructions of TD Securities Inc., on behalf of the Underwriters, without any further act of or formality on the part of the Corporation.

Receiptholders will be entitled to receive payment of any Dividend Equivalent Payment in accordance with Sections 2.3(a) and 2.3(b), as applicable.

Each Subscription Receipt shall evidence the Receiptholder’s:

subscription for one (1) fully paid and non-assessable Common Share;

right to receive any Dividend Equivalent Payment that becomes payable hereunder;

right to receive, pursuant to this Agreement and the Subscription Receipt, automatically and without additional consideration or further action on the part of the Receiptholder:

if the Acquisition Closing Time occurs prior to the Termination Time, one (1) Common Share at the Acquisition Closing Time; and

if the Escrow Release Notice and Direction is not validly delivered prior to the Termination Time, the Subscription Price in respect of such Subscription Receipt, plus any Dividend Equivalent Payment owing in respect of such Subscription Receipt in accordance with Section 2.3(b) or the Pro Rata Portion of the Earned Interest on the Escrowed Funds owing in respect of such Subscription Receipt in accordance with Section 2.4, as applicable;

ownership interest in the Escrowed Funds in accordance with the terms of this Agreement, which, for greater certainty, includes the right to receive any Dividend Equivalent Payment from the Escrowed Funds in accordance with Sections 2.3(a) and 2.3(b) or a Pro Rata Portion of the Earned Interest on the Escrowed Funds in accordance with Section 2.4, as applicable.

If the Acquisition Closing Time occurs prior to the Termination Time, the Subscription Receipt Agent shall pay the Escrowed Underwriters’ Fee from the Escrowed Funds to TD Securities Inc., on behalf of the Underwriters, and the Lead Underwriters, on behalf of the Underwriters, shall acknowledge in writing to the Corporation satisfaction by the Corporation of its obligation to pay the Escrowed Underwriters’ Fee to the Underwriters pursuant to the Underwriting Agreement, and the remaining balance of the Escrowed Funds (including any Earned Interest) shall be paid to the Corporation.

If the Termination Time occurs, the Subscription Receipt Agent shall pay the Escrowed Funds and any amounts received from the Corporation pursuant to Section 3.5 in accordance with Section 3.3.

For greater certainty, the Subscription Receipt Agent shall not be a trustee of the Receiptholders hereunder and the terms of this Agreement shall not create or be construed as a trust for the benefit of the Receiptholders and, except as and subject to the terms provided herein, the Escrowed Funds shall be the property of the Receiptholders and shall not form part of the property, estate, assets, undertaking or effects of the Subscription Receipt Agent, from the date of this Agreement until the Acquisition Closing Time or the Termination Time, as applicable.

Dividend Equivalent Payments

On each Common Share Dividend Payment Date in respect of which a Common Share Dividend Record Date occurs during the period from the date hereof to, but excluding, the Acquisition Closing Date or to, and including, the Termination Date, as applicable, the Subscription Receipt Agent shall pay to Receiptholders of record on the Common Share Dividend Record Date in respect of such Common Share Dividend, if any, an amount in cash, in respect of each Subscription Receipt held by such Receiptholder, equal to the Common Share Dividend payable per Common Share on such Common Share Dividend Payment Date (or, in the event that the Termination Time occurs, within the timeframe specified by Section 3.3(a)(ii)), provided that, for greater certainty, Receiptholders shall not be entitled to any Dividend Equivalent Payment in respect of the $0.6675 Common Share Dividend payable on the Common Share Dividend Payment Date of December 29, 2023 in respect of the Common Share Dividend Record Date of December 15, 2023.

If the Termination Date occurs after a Common Share Dividend Declaration Date but before the Common Share Dividend Record Date for the Common Share Dividend declared on such Common Share Dividend Declaration Date, the Subscription Receipt Agent shall pay to Receiptholders of record on the Termination Date an amount in cash, in respect of each Subscription Receipt held by such Receiptholder, equal to the Common Share Dividend payable per Common Share on such Common Share Dividend Payment Date multiplied by a fraction equal to: (i) the number of days from, and including, the date of the prior Dividend Equivalent Payment (or, if none, the date of this Agreement) to, but excluding, the Termination Date; divided by (ii) the number of days from, and including, the date of the prior Dividend Equivalent Payment (or, if none, the prior Common Share Dividend Payment Date) to, but excluding, the Common Share Dividend Payment Date in respect of such Common Share Dividend.

Amounts to be paid to Receiptholders by the Subscription Receipt Agent pursuant to Section 2.3(a) and Section 2.3(b) (each, a “Dividend Equivalent Payment”) shall be paid (and shall be deemed to be paid) first pro rata from any Earned Interest that has been received or credited on the Escrowed Funds up to, and including, the applicable Common Share Dividend Payment Date and any remaining balance shall be paid as a refund of the Subscription Price out of the Escrowed Funds.

Subject to Section 2.3(a), the Receiptholder of record on any Common Share Dividend Record Date shall be entitled to receive the Dividend Equivalent Payment in respect of such Common Share Dividend on the applicable Common Share Dividend Payment Date notwithstanding any transfer or exchange of such Receiptholder’s Subscription Receipts subsequent to such Common Share Dividend Record Date and prior to such Common Share Dividend Payment Date.

The obligation to pay the Dividend Equivalent Payment shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) by the use of the LVTS, to the Receiptholder at its registered address. For so long as CDS is the sole registered Receiptholder, all payments of Dividend Equivalent Payments shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three (3) Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Calgary time) on the date on

If the date for any payment of a Dividend Equivalent Payment is not a Business Day, then payment thereof shall be made on the next Business Day and the Receiptholder will not be entitled to any interest on the amount so payable in respect of the period from the date for payment to the next Business Day.

Notwithstanding any provision of this Agreement to the contrary, the Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any Dividend Equivalent Payment such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to (or directed to) deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case as amended or succeeded, and subject to the provisions of any applicable income tax treaty between Canada and the jurisdiction where the Receiptholder is resident. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are remitted in accordance with applicable law to the applicable taxing authority.

For greater certainty, if:

the Acquisition Closing Time occurs prior to the Termination Time, and Common Shares are issued to the Receiptholders in accordance with Section 3.2 and any unpaid Dividend Equivalent Payment that is payable is paid, or

the Termination Time occurs and the Subscription Price is repaid in respect of all Subscription Receipts pursuant to Section 3.3(a)(ii)(A), and any unpaid Dividend Equivalent Payment or Pro Rata Portion of any Earned Interest on the Escrowed Funds, as applicable, is paid to all former Receiptholders pursuant to Section 3.3(a)(ii)(B),

The Corporation shall provide notice to the Subscription Receipt Agent of each Common Share Dividend Declaration Date, Common Share Dividend Record Date and Common Share Dividend Payment Date concurrently with the provision of notice thereof to the registrar and transfer agent for the Common Shares, together with an authorization to release such Escrowed Funds as are sufficient to pay such Dividend Equivalent Payments.

Payment of Earned Interest

Fractional Subscription Receipts

Register for Subscription Receipts

Registers Open for Inspection

Receiptholder not a Shareholder

Subscription Receipts to Rank Pari Passu

Signing of Subscription Receipt Certificates

Authentication by the Subscription Receipt Agent

The Subscription Receipt Agent shall Authenticate Subscription Receipt Certificates or Uncertificated Subscription Receipts to be issued by the Corporation upon the written direction of the Corporation.

No Subscription Receipt Certificate or Uncertificated Subscription Receipts shall be issued or, if issued, shall be valid for any purpose or entitle the holder to the benefit hereof until Authenticated by or on behalf of the Subscription Receipt Agent, and such Authentication by the Subscription Receipt Agent on any Subscription Receipt Certificate or Uncertificated Subscription Receipt shall be conclusive evidence as against the Corporation that the Subscription Receipt Certificate or Uncertificated Subscription Receipt has been duly issued hereunder and that the holder is entitled to the benefits hereof.

The Authentication by the Subscription Receipt Agent of Subscription Receipt Certificates or Uncertificated Subscription Receipts issued hereunder shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or the Subscription Receipt Certificates or Uncertificated Subscription Receipts (except the due Authentication thereof) and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipt Certificates or Uncertificated Subscription Receipts or any of them or of the consideration therefor except as otherwise specified herein. The Authentication by or on behalf of the Subscription Receipt Agent on Subscription Receipt Certificates or Uncertificated Subscription Receipts shall constitute a representation and warranty by the Subscription Receipt Agent that such Subscription Receipt Certificates or Uncertificated Subscription Receipts have been duly Authenticated by or on behalf of the Subscription Receipt Agent pursuant to this Agreement.

Issue in Substitution for Subscription Receipt Certificates Lost, etc.

In the event any Subscription Receipt Certificate shall become mutilated or be lost, destroyed or stolen, the Corporation, subject to applicable law and compliance with Section 2.12(b), shall issue, and thereupon the Subscription Receipt Agent shall Authenticate and deliver, a new Subscription Receipt Certificate of like tenor as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Subscription Receipt Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Subscription Receipt Certificate, and the substituted Subscription Receipt Certificate shall be in a form approved by the Subscription Receipt Agent and shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Subscription Receipts issued or to be issued hereunder.

The applicant for the issue of a new Subscription Receipt Certificate pursuant to this Section 2.12 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Subscription Receipt Agent such evidence of ownership and of the loss, destruction or theft of the Subscription Receipt Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Subscription Receipt Agent in their sole discretion, and such applicant shall also be required to furnish an indemnity or security in amount and form satisfactory to the Corporation and the Subscription Receipt Agent in their sole discretion and shall pay the reasonable charges of the Corporation and the Subscription Receipt Agent in connection therewith.

Exchange of Subscription Receipt Certificates

Subscription Receipt Certificates may, upon compliance with the reasonable requirements of the Subscription Receipt Agent, be exchanged for another Subscription Receipt Certificate or Subscription Receipt Certificates entitling the holder thereof to, in the aggregate, the same number of Subscription Receipts as represented by the Subscription Receipt Certificates so exchanged.

Subscription Receipt Certificates may be surrendered for exchange only at the Designated Offices during regular business hours of the Subscription Receipt Agent.

Charges for Exchange

Transfer and Ownership of Subscription Receipts

Subject to Section 2.15(d) and Section 2.16, there are no restrictions on the transfer of the Subscription Receipts. The Subscription Receipts may only be transferred on the register kept at one of the Designated Offices by the Receiptholder or such Receiptholder’s legal representatives or attorney duly appointed by an instrument in writing (i) in the case of a Subscription Receipt Certificate, by surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificate representing the Subscription Receipts to be transferred, and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated Offices, the Corporation shall, in the case of a Subscription Receipt Certificate, issue and thereupon the Subscription Receipt Agent shall Authenticate and deliver a new Subscription Receipt Certificate and, in the case of Uncertificated Subscription Receipts, the Subscription Receipt Agent will confirm the electronic deposit of Subscription Receipts in accordance with procedures prescribed by CDS in the Book-Entry Only System, in each case of like tenor and in the name of the designated transferee. If less than all the Subscription Receipts evidenced by a Subscription Receipt Certificate so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in such Receiptholder’s name evidencing the Subscription Receipts not transferred, provided that, notwithstanding the foregoing provisions of this Section 2.15(a), Subscription Receipts shall only be transferred upon:

payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent and/or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and

such reasonable requirements as the Subscription Receipt Agent may prescribe,

The Corporation and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary.

The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (local time) at the Designated Office, on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement).

The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article 2, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any securities regulatory authority, including any stock exchange.

Subject to the provisions of this Agreement and applicable law and subject to Section 2.16, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts as expressly set forth herein. Either (i) the issue and delivery of Common Shares and the payment of any Dividend Equivalent Payment owing in respect the Subscription Receipts in accordance with Section 2.3(a) pursuant to Section 3.2, or (ii) the payment of the Subscription Price in respect of the Subscription Receipts and the unpaid Dividend Equivalent Payment owing in respect the Subscription Receipts in accordance with Section 2.3(b) or Pro Rata Portion of any Earned Interest on the Escrowed Funds owing in respect the Subscription Receipts in accordance with Section 2.4, as applicable, pursuant to Section 3.3, all in accordance with the terms and conditions contained herein, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Uncertificated Subscription Receipts

Subject to Section 2.16(b):

Subscription Receipt Certificates will only be issued in the form of Uncertificated Subscription Receipts, which will be registered in the name of and deposited with CDS (or its nominee);

owners of the beneficial interests in the Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental instrument or agreement;

beneficial interests in Uncertificated Subscription Receipts will be represented only through the Book-Entry Only System and, subject to applicable law or unless otherwise requested by CDS, will be issued in uncertificated form;

all Subscription Receipts issued electronically to CDS in uncertificated form through the non-certificated inventory system of CDS will be evidenced by a book position on the register of Receiptholders to be maintained by the Subscription Receipt Agent in accordance with Section 2.6;

transfers of Subscription Receipts between Book-Entry Participants shall occur in accordance with the rules and procedures of CDS;

all references herein to actions by, notices given or payments made to Receiptholders shall refer to actions taken by, or notices given or payments made to, CDS on instruction from the Book-Entry Participants in accordance with the rules and procedures of CDS;

in respect of any provision hereof requiring or permitting actions with the consent of or at the direction of Receiptholders evidencing a specified percentage of the aggregate number of Subscription Receipts outstanding, such consent or direction shall be given by Beneficial Holders acting through CDS and the Book-Entry Participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts;

the rights of a Beneficial Holder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the Book-Entry Participants and shall be limited to those established by law and agreements between such Beneficial Holders and CDS and the Book-Entry Participants upon instructions from the Book-Entry Participants;

each of the Subscription Receipt Agent and the Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Beneficial Holders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder;

if any notice or other communication is required to be given to Beneficial Holders, the Subscription Receipt Agent will give such notices and communications to CDS;

neither the Corporation nor the Subscription Receipt Agent nor any agent thereof shall have any responsibility or liability for any aspects of the records relating to or payments made by CDS on account of the beneficial interests in the Subscription Receipts or for any advice or representation made or given by CDS or any action to be taken by CDS on its own direction or at the direction of any Book-Entry Participant; and

nothing herein shall prevent Beneficial Holders from voting such Subscription Receipts using duly executed proxies in accordance with the requirements of CDS and applicable laws.

In the event that:

CDS resigns, is removed from its responsibility as depository, or ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable or does not wish to locate a qualified successor;

the Book-Entry Only System is terminated; or

the Corporation so instructs the Subscription Receipt Agent in writing;

Listing of Subscription Receipts

Right of Rescission

If the Prospectus contains a misrepresentation (as defined in the Securities Act (Alberta)) and it was a misrepresentation on the date hereof, a purchaser of Subscription Receipts to whom the Prospectus was sent or delivered and who was the original purchaser of the Subscription Receipts (collectively, the “Original Purchasers”) shall have a right of action against the Corporation for rescission to receive the Subscription Price for each Subscription Receipt for which such Original Purchaser subscribed exercisable on notice given to the Corporation not more than 180 days subsequent to the date hereof. The right of action for rescission is only available to an Original Purchaser either while such Original Purchaser is a holder of the Subscription Receipts purchased or while such Original Purchaser is a holder of the Common Shares issuable to such Original Purchaser as a holder of Subscription Receipts in accordance with the terms hereof.

In no event shall the Corporation be liable under this Section 2.18 if the Original Purchaser purchased the Subscription Receipts with knowledge of the misrepresentation.

Escrow Release Notice and Acquisition Closing Notice

If the Escrow Release Condition is satisfied prior to the Termination Time, the Corporation and the Lead Underwriters, on behalf of the Underwriters, shall forthwith cause the Escrow Release Notice and Direction to be executed and delivered to the Subscription Receipt Agent.

Upon receipt of the Escrow Release Notice and Direction, the Subscription Receipt Agent shall, within one (1) Business Day, if the Pre-Release Procedure has been complied with, or otherwise within three (3) Business Days, release the Escrowed Funds to or at the direction of the Corporation, minus:

an amount, if any, equal to the aggregate amount payable for any Dividend Equivalent Payment in respect of a Common Share Dividend for which a Common Share Dividend Record Date:

has occurred prior to the date of the Escrow Release Notice and Direction; or

will occur after the date of the Escrow Release Notice and Direction but before the Acquisition Closing Date,

an amount equal to the Escrowed Underwriters’ Fee payable in accordance with Section 2.2(g),

If the Escrowed Funds are released pursuant to an Escrow Release Notice and Direction and the Acquisition Closing Time does not occur within seven (7) Business Days of such release, the Corporation will cause such Escrowed Funds to be returned to the Subscription Receipt Agent as soon as reasonably practicable and the Escrowed Funds will continue to be held by the Subscription Receipt Agent pursuant to the terms of this Agreement, pending receipt of another Escrow Release Notice and Direction or the occurrence of the Termination Time.

If the Acquisition Closing Time occurs prior to the Termination Time, the Corporation and the Lead Underwriters, on behalf of the Underwriters, shall forthwith cause the Irrevocable Direction to be delivered to the Subscription Receipt Agent. The Corporation shall promptly issue the Common Shares issuable pursuant to the Subscription Receipts, and the Corporation shall deliver the Common Shares issuable pursuant to the Subscription Receipts in accordance with the terms of this Agreement as soon as reasonably practicable and, in any event, make such delivery within three (3) Business Days following the Acquisition Closing Date.

The Corporation shall, no later than the Acquisition Closing Date, issue a press release confirming the Acquisition Closing Date has occurred, and setting forth the date on which the transfer register for the Subscription Receipts closed or will close, and that the underlying Common Shares have been or will be issued to Receiptholders through the facilities of CDS in accordance with Section 3.2, and that any Dividend Equivalent Payment that remains outstanding will be paid on the applicable Common Share Dividend Payment Date.

Issue of Common Shares and Payment Thereon

If the Acquisition Closing Time occurs prior to the Termination Time and Common Shares are issued in accordance with Section 3.1(d), such Common Shares shall be and shall be deemed to be issued to the Receiptholder in accordance with the right of such holder to receive Common Shares as described in Section 2.2(f)(ii) (which right shall be, and shall be deemed to be, irrevocably exercised upon the delivery of the Irrevocable Direction pursuant to Section 3.1(d)) and such Common Shares shall be deemed to be issued at the Acquisition Closing Time, notwithstanding that a certificate or a Book-Entry Only System customer confirmation therefor may not yet have been issued or entered, as applicable, and the Persons to whom such Common Shares are to be issued in accordance with this Agreement shall be deemed to have become the holders of record of such Common Shares at the Acquisition Closing Time.

Effective immediately after the Common Shares have been issued as contemplated in Sections 3.1(d) and 3.2(a), and any unpaid Dividend Equivalent Payment has been paid to Receiptholders, the Subscription Receipts relating thereto shall be void and of no value or effect and any remaining amounts in the Escrowed Funds (less the Escrowed Underwriters’ Fee) shall be paid to the Corporation.

Payment on Termination

If the Termination Time occurs, then:

the Corporation shall forthwith notify the Subscription Receipt Agent thereof and shall issue a press release setting forth the occurrence of the Termination Time;

the Receiptholder’s subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, one (1) Common Share evidenced by each Subscription Receipt shall be automatically terminated and cancelled and each Receiptholder shall be entitled to receive only, no earlier than on the third Business Day following the Termination Date:

a payment in an amount equal to the Subscription Price in respect of each Subscription Receipt held thereby; and

(I) if any Dividend Equivalent Payment has been paid or is payable, including pursuant to Section 2.3(b), in respect of the Subscription Receipts, any such amounts owing to the Receiptholder pursuant to Section 2.3, or (II) if no Dividend Equivalent Payment has been paid or is payable, including pursuant to Section 2.3(b), in respect of the Subscription Receipts, such Receiptholder’s Pro Rata Portion of any Earned Interest on the Escrowed Funds pursuant to Section 2.4;

the amount paid to each Receiptholder pursuant to Section 3.3(a)(ii)(A) shall be satisfied from the Proceeds and the amount paid to each Receiptholder pursuant to Section 3.3(a)(ii)(B) shall be satisfied from the Earned Interest, provided that, if the Escrowed Funds in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.5. The Subscription Receipt Agent agrees to cause any amounts payable to the Receiptholders pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;

Subscription Receipt registers shall be closed at the close of business on the Termination Date;

any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.

The obligation to make the payment of the amounts specified in Section 3.3(a)(ii) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) by the use of the LVTS, to the Receiptholder at its registered address. For so long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three (3) Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Calgary time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer or LVTS, such transfer is not received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.

Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.3(b) (and provided such cheque has been honoured for payment, if presented for payment within six (6) months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(b) have been mailed or delivered, as applicable, shall be delivered to the Corporation as soon as reasonably practicable thereafter.

Cancellation of Surrendered Subscription Receipt Certificates

Additional Payments by the Corporation

Withholding Taxes

Investment of Proceeds

Until released in accordance with this Agreement, the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited or invested, as applicable, in short-term obligations of, or guaranteed by, the Government of Canada, corporate commercial paper which is rated “A-1 (high)” by S&P Global Ratings or an equivalent rating from any other designated rating organization (as defined in National Instrument 44-101 Short Form Prospectus Distributions), guaranteed investment certificates of a Canadian Schedule I bank, or in one or more interest-bearing trust accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more banks listed in Schedule “D”, provided that such bank maintains an issuer credit rating from S&P Global Ratings of at least “A” (each, an “Approved Bank”). The Escrowed Funds deposited with an Approved Bank shall bear interest at the rate agreed to between the Parties as of the date hereof, and such interest shall be paid to the account of the Escrowed Funds when received from the Approved Bank. The Subscription Receipt Agent shall withdraw all or any of the Escrowed Funds that may then be deposited with an Approved Bank if the Subscription Receipt Agent has received notice from the Lead Underwriters or the Corporation that such Approved Bank fails to so qualify at any time, and the Subscription Receipt Agent shall re-deposit such amount with one or more of such other Approved Banks. With respect to any withdrawal, the Subscription Receipt Agent will endeavor to withdraw such amount as soon as reasonably practicable after receiving notice, and the Corporation and the Lead Underwriters acknowledge and agree that such specified amount of Escrowed Funds remains at the sole risk of the Receiptholders prior to and after such withdrawal.

All Earned Interest received from the investment of the Escrowed Funds shall be credited to, and shall become a part of, the Escrowed Funds (and any bank charges and similar fees as well as losses, if any, on such investments shall be debited to the Escrowed Funds).

All Escrowed Funds held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent solely as agent and bailee on behalf of the Receiptholders and, for greater certainty, shall not form part of the property, estate, assets, undertaking or effects of the Subscription Receipt Agent. The delivery of the Escrowed Funds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Receiptholders.

The Escrowed Funds held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Receiptholders and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from any investment or deposit made with an Approved Bank pursuant to this Section 4.1, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. Each of the Corporation and the Lead Underwriters, on behalf of the Underwriters, acknowledges and agrees that the Subscription Receipt Agent acts prudently in depositing the Escrowed Funds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such Approved Bank.

Segregation of Proceeds

Third Party Interest

Optional Purchases by the Corporation

General Covenants

The Corporation covenants with the Subscription Receipt Agent and the Lead Underwriters, on behalf of the Underwriters, that so long as any Subscription Receipts remain outstanding:

it will use its reasonable best efforts to maintain its existence;

it will make all requisite filings under applicable Canadian and United States securities legislation including those necessary to remain a reporting issuer not in material default in each of the Provinces of Canada;

it will announce by press release the occurrence of the Acquisition Closing Date or the Termination Date, as applicable, in accordance with Section 3.1 or Section 3.3(a), as applicable;

it will perform and carry out all of the acts or things to be done by it as provided in this Agreement;

prior to the earlier of the Acquisition Closing Date and the Termination Date, it will not sell all or substantially all of the properties or assets of the Corporation to any other Person;

it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares pursuant to the Subscription Receipts;

it will cause the Common Shares and the certificates representing the Common Shares from time to time issued pursuant to the Subscription Receipts to be duly issued as fully paid and non-assessable shares and delivered in accordance with the Subscription Receipts and the terms hereof;

it will use its reasonable best efforts to ensure that (until the earlier of the Acquisition Closing Time and the Termination Date) the Subscription Receipts are listed and posted for trading on the TSX and the Common Shares continue to be listed and posted for trading on the TSX and the New York Stock Exchange; and

with respect to any notices to be given or other acts to be performed or which may be given or performed by the Lead Underwriters and any other Underwriters under or pursuant to this Agreement (including the notice contemplated by Section 3.1(a)), it shall provide to the Lead Underwriters, on behalf of the Underwriters, in a timely manner all such information and documents as the Underwriters (or any of them) may reasonably request and is within the knowledge or control of the Corporation in order to verify the factual circumstances relating to such notices or acts and, if requested, such information shall be certified correct by the Corporation.

The Corporation further covenants with the Subscription Receipt Agent and the Lead Underwriters, on behalf of the Underwriters, that, from the date hereof to the earlier of the Termination Date and the Acquisition Closing Date, it will not do any of the following:

subdivide or redivide the outstanding Common Shares into a greater number of Common Shares;

reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common Shares, other than a reduction in the number of outstanding Common Shares through purchases of Common Shares by, or on behalf of, the Corporation pursuant to a normal course issuer bid in accordance with applicable securities laws;

issue Common Shares to holders of all or substantially all of the outstanding Common Shares by way of a dividend (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividends in the form of Common Shares in lieu of cash dividends paid in the ordinary course on the Common Shares);

fix a record date for the making of a dividend to all or substantially all the holders of its outstanding Common Shares of:

securities of any class other than Common Shares and other than securities distributed to holders of Common Shares who have elected to receive dividends in the form of such securities in lieu of dividends paid in the ordinary course;

rights, options or warrants or securities exercisable for, convertible into or exchangeable for, Common Shares or other securities;

evidences of indebtedness; or

assets (excluding dividends paid in the ordinary course);

reclassify the Common Shares or undertake a reorganization of the Corporation or a consolidation, amalgamation, arrangement or merger of the Corporation with any other Person or a sale or conveyance of all or substantially all of the property and assets of the Corporation to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation; or

take any action affecting the Common Shares that, in the opinion of the Board of Directors of the Corporation, acting reasonably, would materially adversely affect the rights of the Receiptholders and/or the rights attached to the Subscription Receipts.

Subscription Receipt Agent’s Remuneration, Expenses and Indemnification

The Corporation covenants that it will pay to the Subscription Receipt Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Subscription Receipt Agent upon receipt of an invoice for all reasonable expenses, disbursements and advances incurred or made by the Subscription Receipt Agent in the administration or execution of this Agreement (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Subscription Receipt Agent hereunder shall be finally and fully performed, except any such expense, disbursement or advance as may arise out of or result from the Subscription Receipt Agent’s negligence, wilful misconduct or bad faith. Any amount owing hereunder and remaining unpaid after thirty (30) days from the invoice date will bear interest at the then current rate charged by the Subscription Receipt Agent against unpaid invoices and shall be payable on demand.

The Corporation hereby indemnifies and saves harmless the Subscription Receipt Agent and its directors, officers, employees and agents from and against any and all liabilities, losses, costs, claims, actions or demands whatsoever which may be brought against the Subscription Receipt Agent or which it may suffer or incur as a result or arising out of the performance of its duties and obligations under this Agreement, other than liabilities, losses, costs, claims, actions or demands brought against or suffered or incurred by the Subscription Receipt Agent as a result or arising out of the negligence, wilful misconduct or bad faith of the Subscription Receipt Agent. It is understood and agreed that this indemnification shall survive the termination or the discharge of this Agreement or the resignation or replacement of the Subscription Receipt Agent.

Performance of Covenants by Subscription Receipt Agent

Accounting

Payments by Subscription Receipt Agent

Anti-Money Laundering and Privacy

The Subscription Receipt Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Subscription Receipt Agent, in its sole judgment, acting reasonably, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Subscription Receipt Agent, in its sole judgment, acting reasonably, determine at any time that its acting under this Agreement has resulted in it being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then the Subscription Receipt Agent shall have the right to resign on ten (10) days’ prior written notice sent to all Parties, provided that:

the Subscription Receipt Agent’s written notice shall describe the circumstances of such non-compliance; and

that if such circumstances are rectified to the Subscription Receipt Agent’s satisfaction within such ten (10) day period, then such resignation shall not be effective.

Each Party acknowledges that the Subscription Receipt Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such Parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

to provide the services required under this Agreement and other services that may be requested from time to time;

to help the Subscription Receipt Agent manage its servicing relationships with such individuals;

to meet the Subscription Receipt Agent’s legal and regulatory requirements; and

if Social Insurance Numbers are collected by the Subscription Receipt Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

Regulatory Matters

such issuance will comply with the prospectus and registration requirements of applicable securities laws; and

the first trade in Common Shares will not be subject to, or will be exempt from, the prospectus and registration requirements of applicable securities laws.

Indemnity of Receiptholders

Suits by Receiptholders

Immunity of Shareholders, etc.

Limitation of Liability

Right to Convene Meetings

Notice

Chair

Quorum

Power to Adjourn

Show of Hands

Poll and Voting

On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chair or by one or more of the Receiptholders acting in person or by proxy and holding at least 5% of the then outstanding Subscription Receipts, a poll shall be taken in such manner as the chair shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.

On a show of hands, every Person who is present and entitled to vote, whether as a Receiptholder or as proxy for one or more Receiptholders, or both, shall have one vote. On a poll, each Receiptholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Common Share such Receiptholder is entitled to receive pursuant to the Subscription Receipt(s) then held or represented by such Receiptholder. A proxy need not be a Receiptholder. In the case of joint holders, any of them present in person or represented by proxy at a meeting of Receiptholders may vote in the absence of the other or others, provided that, in the event that more than one of any joint holders shall be present in person or represented by proxy, such joint holders shall vote together in respect of Subscription Receipts of which they are joint registered holders. The chair of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Subscription Receipts, if any, held or represented thereby.

Regulations

the setting of the record date for a meeting of Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting;

the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates or Uncertificated Subscription Receipts 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 or Uncertificated Subscription Receipts specified therein;

the deposit of voting certificates and instruments appointing proxies at such place and time as the Subscription Receipt Agent, the Corporation or the Receiptholders, convening the meeting of Receiptholders, as applicable, may in the notice convening the meeting direct;

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, telecopied or electronically delivered before the meeting to the Corporation or to the Subscription Receipt Agent at the place where the meeting is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;

the form of the instrument of proxy; and

generally for the calling of meetings of Receiptholders and the conduct of business thereat.

Corporation and Subscription Receipt Agent may be Represented

Powers Exercisable by Extraordinary Resolution

to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Receiptholders or the Subscription Receipt Agent against the Corporation or against its undertaking, property and assets or any part thereof whether such rights arise under this Agreement or the Subscription Receipt Certificates or otherwise;

to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Receiptholders;

to direct or to authorize the Subscription Receipt Agent to enforce any of the covenants on the part of the Corporation contained in this Agreement or the Subscription Receipt Certificates or to enforce any of the rights of the Receiptholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

to waive, and to direct the Subscription Receipt Agent to waive, any default on the part of the Corporation in complying with any provisions of this Agreement or the Subscription Receipt Certificates either unconditionally or on any conditions specified in such Extraordinary Resolution;

to restrain any Receiptholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Agreement or the Subscription Receipt Certificates or to enforce any of the rights of the Receiptholders;

to direct any Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with such suit, action or proceeding upon payment of the costs, charges and expenses reasonably and properly incurred by such Receiptholder in connection therewith;

to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument or agreement which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental instrument or agreement embodying the change or omission;

with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new Subscription Receipt Agent to take the place of the Subscription Receipt Agent so removed; and

to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any Common Shares or other securities of the Corporation.

Meaning of Extraordinary Resolution

The term “Extraordinary Resolution”, when used in this Agreement, means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution proposed at a meeting of Receiptholders duly convened for that purpose and held in accordance with the provisions of this Article 7 at which there are present in person or represented by proxy not less than two (2) Receiptholders holding more than 25% of the then outstanding Subscription Receipts and passed by the affirmative votes of Receiptholders holding not less than 66²⁄₃% of the Subscription Receipts represented at the meeting and voted on the poll on such resolution.

If, at any meeting called for the purpose of passing an Extraordinary Resolution, not less than two (2) Receiptholders holding more than 25% of the then outstanding Subscription Receipts are not present in person or represented by proxy within thirty (30) minutes after the time appointed for the meeting, then the meeting, if convened by Receiptholders or on a Receiptholders’ Request, shall be dissolved, provided that, in any other case, such meeting

if the Extraordinary Resolution purports to exercise any of the powers conferred pursuant to Section 7.10(a), (d), (g) or (i) or purports to change the provisions of this Section 7.11 or of Section 7.14 or purports to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Receiptholders in exercise of the powers referred to in this Section 7.11(b)(i), a quorum for the transaction of business shall consist of Receiptholders holding more than 25% of the then outstanding Subscription Receipts present in person or represented by proxy; and

in any other case, a quorum for the transaction of business shall consist of such Receiptholders as are present in person or by proxy.

At any adjourned meeting of Receiptholders as described in this Section 7.11, any resolution passed by the requisite votes as provided in Section 7.11(a) shall be an Extraordinary Resolution within the meaning of this Agreement notwithstanding that Receiptholders holding more than 25% of the then outstanding Subscription Receipts are not present in person or by proxy at such adjourned meeting.

Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

Powers Cumulative

Minutes

Instruments in Writing

Binding Effect of Resolutions

Holdings by Corporation Disregarded

Provision for Supplemental Instruments and Agreements for Certain Purposes

adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstances, provided that such additional covenants and enforcement provisions are not in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;

giving effect to any Extraordinary Resolution passed as provided in Article 7;

making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;

adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;

modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, such modification or relief is not prejudicial to the interests of the Receiptholders or the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may, in its sole discretion, acting reasonably, decline to enter into any such supplemental instrument or agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when such supplemental instrument or agreement shall become operative; and

for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that, in the opinion of the Subscription Receipt Agent, acting reasonably, the interests of the Subscription Receipt Agent and the Receiptholders are not prejudiced thereby.

Rights and Duties of Subscription Receipt Agent

In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Subscription Receipt Agent shall exercise the degree of care, diligence and skill that a reasonably prudent subscription receipt agent would exercise in comparable circumstances. No provision of this Agreement shall be construed to relieve the Subscription Receipt Agent from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct or bad faith.

The obligation of the Subscription Receipt Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Subscription Receipt Agent or the Receiptholders hereunder shall be conditional on the Receiptholders furnishing, when required by notice by the Subscription Receipt Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Subscription Receipt Agent to protect and hold harmless the Subscription Receipt Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Agreement shall require the Subscription Receipt Agent to expend or to risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid.

The Subscription Receipt Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Receiptholders at whose instance it is acting to deposit with the Subscription Receipt Agent the Subscription Receipts held by them, for which Subscription Receipts the Subscription Receipt Agent shall issue receipts.

Every provision of this Agreement that by its terms releases the Subscription Receipt Agent from liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of this Section 9.1 and Section 9.2.

The Subscription Receipt Agent shall have no duties except those expressly set forth herein and it shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of, this Agreement, unless received by it in writing and signed by the other Parties and, if the Subscription Receipt Agent’s duties herein are affected thereby, unless it shall have given its prior written consent thereto.

The Subscription Receipt Agent shall not be responsible for ensuring that the Proceeds are used in the manner contemplated by the Prospectus.

The Subscription Receipt Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Agreement, which documentation shall not require the exercise of any discretion or independent judgment by the Subscription Receipt Agent.

The Subscription Receipt Agent shall incur no liability whatsoever with respect to the delivery or non-delivery of any certificates whether delivery by hand, mail or any other means.

The Subscription Receipt Agent shall not be responsible or liable in any manner whatsoever for the deficiency, correctness, genuineness or validity of any securities deposited with it.

Evidence, Experts and Advisers

In addition to the reports, certificates, opinions and other evidence required by this Agreement, the Corporation shall furnish to the Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as the Subscription Receipt Agent may reasonably require by written notice to the Corporation.

In the exercise of its rights and duties hereunder, the Subscription Receipt Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, certificates, reports, written requests, consents or orders of the Corporation or other evidence furnished to the Subscription Receipt Agent pursuant to any provision hereof or pursuant to a request of the Subscription Receipt Agent.

Whenever it is provided in this Agreement that the Corporation shall deliver to the Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the trust, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such resolutions, certificates, reports, opinions, requests, orders or other documents so delivered shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Subscription Receipt Agent take the action to be based thereon.

Proof of the execution of an instrument in writing, including a Receiptholders’ Request, by any Receiptholder may be made by the certificate of a notary public, or other officer with similar powers, that the Person signing such instrument acknowledged to the officer the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent, acting reasonably, may consider adequate.

The Subscription Receipt Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisors as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Subscription Receipt Agent.

Documents, Monies, etc. Held by Subscription Receipt Agent

Actions by Subscription Receipt Agent to Protect Interest

Subscription Receipt Agent not Required to Give Security

Protection of Subscription Receipt Agent

the Subscription Receipt Agent shall not be liable for or by reason of any statements of fact or recitals in this Agreement or in the Subscription Receipt Certificates (except the representation contained in Section 9.8 or in the certificate of the Subscription Receipt Agent on the Subscription Receipt Certificates) or be required to verify such statements or recitals, but all such statements or recitals are and shall be deemed to be made by the Corporation;

nothing herein contained shall impose any obligation on the Subscription Receipt Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Agreement or any instrument or agreement ancillary or supplemental hereto;

the Subscription Receipt Agent shall not be bound to give notice to any Person of the execution hereof; and

the Subscription Receipt Agent shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation.

Replacement of Subscription Receipt Agent; Successor by Merger

The Subscription Receipt Agent may resign its appointment and be discharged from all other duties and liabilities hereunder, subject to this Section 9.7, by giving to the Corporation not less than sixty (60) days’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Receiptholders by Extraordinary Resolution shall have power at any time to remove the existing Subscription Receipt Agent and to appoint a new Subscription Receipt Agent. The Corporation and the Lead Underwriters together may remove the existing Subscription Receipt Agent in the event that there are any changes, events or occurrences (individually or in the aggregate) in respect of the Subscription Receipt Agent after the date hereof which the Corporation determines, acting reasonably, have a material adverse effect on the creditworthiness of the Subscription Receipt Agent or on the ability of the Subscription Receipt Agent to carry out its obligations under this Agreement. In the event of the Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Lead Underwriters, on behalf of the Underwriters, shall forthwith appoint a new subscription receipt agent unless a new subscription receipt agent has already been appointed by the Receiptholders, failing such appointment by the Lead Underwriters, on behalf of the Underwriters, the retiring Subscription Receipt Agent or any Receiptholder may apply to the Court of King’s Bench (Alberta) on such notice as the Court may direct, for the appointment of a new subscription receipt agent; but any new subscription receipt agent so appointed by the Lead Underwriters, on behalf of the Underwriters, or by the Court shall be subject to removal as aforesaid by the Receiptholders. Any new subscription receipt agent appointed under this Section 9.7 shall be a trust company authorized to carry on the business of a trust company in the Provinces of Alberta and Ontario and, if required by the applicable laws of any of the other Provinces of Canada, in such other Provinces. On any such appointment, the new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent hereunder. At the request of the Corporation or the new Subscription Receipt Agent, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 5.3, shall duly assign, transfer and deliver to the new Subscription Receipt Agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith.

Upon the appointment of a successor subscription receipt agent, the Corporation shall promptly notify the Receiptholders thereof in the manner provided for in Article 10.

Any corporation or other entity into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any successor resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the Parties, provided that such corporation or other entity would be eligible for appointment as a successor subscription receipt agent under Section 9.7(a).

Any Subscription Receipt Certificates certified but not delivered by a predecessor subscription receipt agent may be delivered by the successor subscription receipt agent in the name of the predecessor or successor subscription receipt agent.

Conflict of Interest

The Subscription Receipt Agent represents to the Corporation and the Lead Underwriters, on behalf of the Underwriters, that, at the time of execution and delivery hereof, no material conflict of interest exists between its role as subscription receipt agent hereunder and its role in any other capacity and agrees that, in the event of a material conflict of interest arising hereafter it will, within thirty (30) days after ascertaining that it has such material conflict of interest, either eliminate such conflict of interest or assign its appointment as subscription receipt agent hereunder to a successor subscription receipt agent approved by the Corporation and meeting the requirements set forth in Section 9.7(a). Notwithstanding the foregoing provisions of this Section 9.8(a), if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Agreement and the Subscription Receipt Certificates shall not be affected in any manner whatsoever by reason thereof.

Subject to Section 9.8(a), the Subscription Receipt Agent, in any capacity, may buy, lend upon and deal in securities of the Corporation and generally may contract and enter into financial transactions with the Corporation or any affiliate of the Corporation without being liable to account for any profit made thereby.

Acceptance of Appointment

Subscription Receipt Agent Not to be Appointed Receiver

Notice to the Corporation, the Lead Underwriters and the Subscription Receipt Agent

Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation, the Lead Underwriters, on behalf of the Underwriters, or the Subscription Receipt Agent shall be deemed to be validly given if delivered by hand or if transmitted by electronic transmission:

if to the Corporation:

Pembina Pipeline Corporation

Suite 4000, 585 – 8th Avenue SW

Calgary, Alberta T2P 1G1

Attention:    Cameron Goldade, Senior Vice President and Chief Financial Officer

E-mail:        treasury@pembina.com/legalnotices@pembina.com

Jeff Bakker

jeff.bakker@blakes.com

if to the Lead Underwriters, on behalf of the Underwriters:

Scott Barron

scott.barron@tdsecurities.com

Doug Pearce

douglas.pearce@rbccm.com

David Baboneau

david.baboneau@scotiabank.com

Keith Chatwin

KChatwin@stikeman.com

if to the Subscription Receipt Agent:

Manager, Corporate Trust

corporatetrust.calgary@computershare.com

The Corporation, the Lead Underwriters, on behalf of the Underwriters, or the Subscription Receipt Agent, as applicable, may from time to time notify the other Parties in the manner provided in Section 10.1(a) of a change of address which, from the effective date of such notice and until changed by similar notice, shall be the address of the Corporation, the Lead Underwriters, on behalf of the Underwriters, or the Subscription Receipt Agent, as applicable, for all purposes of this Agreement.

Notice to Receiptholders

Any notice to the Receiptholders pursuant to the provisions of this Agreement shall be valid and effective if delivered or sent by letter or circular through the ordinary post addressed to the Receiptholders at their addresses appearing on the register referred to in Section 2.6and shall be deemed to have been effectively given on the date of delivery or, if mailed, two (2) Business Days following actual posting of the notice.

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Receiptholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered personally to such Receiptholders or if delivered to the address for such Receiptholders contained in the register of Subscription Receipts maintained by the Subscription Receipt Agent.

Ownership and Transfer of Subscription Receipts

Evidence of Ownership

Upon receipt of a certificate of any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipts specified therein have been deposited by a named Person with such bank, trust company or other depositary and will remain so deposited until the expiry of the period specified therein, the Corporation and the Subscription Receipt Agent may treat the Person so named as the owner of such Subscription Receipts and such certificate as sufficient evidence of the ownership by such Person of such Subscription Receipts during such period, for the purpose of any requisition, direction, consent, instrument or other document to be made, signed or given by the holder of the Subscription Receipt so deposited.

The Corporation and the Subscription Receipt Agent may accept as sufficient evidence of the fact and date of the signing of any requisition, direction, consent, instrument or other document by any Person:

the signature of any officer of any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent as witness of such execution;

the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded at the place where such certificate is made that the Person signing acknowledged to such notary public or other officer the execution thereat; or

a statutory declaration of a witness of such execution.

Satisfaction and Discharge of Agreement

the issue of certificates or Book-Entry Only System customer confirmations representing Common Shares and the payment of the Escrowed Underwriters’ Fee and of all monies required as provided in Section 3.2, including any Dividend Equivalent Payment owing to Receiptholders; or

the payment of all monies required as provided in Section 3.3,

Provisions for the Sole Benefit of Parties and Receiptholders

Subscription Receipts Owned by the Corporation or its Subsidiaries

Effect of Execution

Time of Essence

Termination

Force Majeure

SEC Matters

Notice of Issue

Counterparts

/s/ J. Scott Burrows

Name:

Title:

J. Scott Burrows

President and Chief Executive Officer

/s/ Cameron Goldade

Name:

Title:

Cameron Goldade

Senior Vice President and Chief Financial Officer

/s/ Scott Barron

/s/ Douglas Pearce

Name:

Title:

Scott Barron

Managing Director

Name:

Title:

Douglas Pearce

Managing Director

/s/ David Baboneau

Name:

Title:

David Baboneau

Managing Director

/s/ Corentin Leverrier

Name:

Title:

Corentin Leverrier

Manager, Corporate Trust

/s/ Luci Scholes

Name:

Title:

Luci Scholes

Corporate Trust Officer

any Dividend Equivalent Payment that becomes payable from time to time, first from any Earned Interest on the Escrowed Funds and then as a refund of the Subscription Price held in escrow under the Subscription Receipt Agreement; and

if the Acquisition Closing Time occurs prior to the Termination Time, one (1) Common Share in the capital of the Issuer; or

if the Escrow Release Notice and Direction is not validly delivered prior to the Termination Time, the Subscription Price in respect of such Subscription Receipt, plus any Dividend Equivalent Payment owing in respect of such Subscription Receipt in accordance with Section 2.3(b) of the Subscription Receipt Agreement or the Pro Rata Portion of the Earned Interest on the Escrowed Funds owing in respect of such Subscription Receipt in accordance with Section 2.4 of the Subscription Receipt Agreement, as applicable;

Name:

Title:

Name:

Title:

Name:

Title:

issue, on behalf of the Corporation, [•] fully paid and non-assessable Common Shares to the Person or Persons to whom such Common Shares are to be issued pursuant to, and in accordance with the provisions of, the Subscription Receipt Agreement and the Subscription Receipts;

release to TD Securities Inc., on behalf of the Underwriters, the Escrowed Underwriters’ Fee, being $[•], in accordance with the provisions of the Subscription Receipt Agreement[; and

on •, 2024, to pay and deliver, on behalf of the Corporation, an aggregate of $[•] in respect of the Dividend Equivalent Payment payable to Receiptholders of record on •, 2024 in accordance with the provisions of the Subscription Receipt Certificate and the Subscription Receipt Agreement].

Name:

Title:

Name:

Title:

Name:

Title:

Name:

Title:

Name:

Title:

Bank

Relevant SY&P Global Ratings Issuer Credit Rating

(as at December 19, 2023)