Shareholder Rights Plan Agreement



 Exhibit 4.1 
 Execution Copy 
  

 
 SHAREHOLDER RIGHTS PLAN
AGREEMENT 
 Made as of March 16, 2012 
 Between 
 CRYSTALLEX INTERNATIONAL CORPORATION 

(the “Corporation”) 
 and 
 CIBC MELLON TRUST COMPANY 

(the “Rights Agent”) 
  

 

  
 SHAREHOLDER
RIGHTS PLAN AGREEMENT 








 TABLE OF CONTENTS 

 

							
	 RECITALS
	  	 	1	  
		
	 ARTICLE 1 – INTERPRETATION
	  	 	2	  
	 Section 1.1
	  	 Definitions
	  	 	2	  
	 Section 1.2
	  	 Currency
	  	 	15	  
	 Section 1.3
	  	 Headings
	  	 	15	  
	 Section 1.4
	  	 Number and Gender
	  	 	15	  
	 Section 1.5
	  	 Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares
	  	 	15	  
	 Section 1.6
	  	 Acting Jointly or in Concert
	  	 	16	  
		
	 ARTICLE 2 – THE RIGHTS
	  	 	17	  
	 Section 2.1
	  	 Legend on Common Share Certificates
	  	 	17	  
	 Section 2.2
	  	 Initial Exercise Price, Exercise of Rights and Detachment of Rights
	  	 	18	  
	 Section 2.3
	  	 Adjustments to Exercise Price; Number of Rights
	  	 	21	  
	 Section 2.4
	  	 Date on Which Exercise is Effective
	  	 	25	  
	 Section 2.5
	  	 Execution, Authentication, Delivery and Dating of Right Certificates
	  	 	26	  
	 Section 2.6
	  	 Registration, Registration of Transfer and Exchange
	  	 	26	  
	 Section 2.7
	  	 Mutilated, Destroyed, Lost and Stolen Rights Certificates
	  	 	27	  
	 Section 2.8
	  	 Persons Deemed Owners
	  	 	27	  
	 Section 2.9
	  	 Delivery and Cancellation of Certificates
	  	 	28	  
	 Section 2.10
	  	 Agreement of Rights Holders
	  	 	28	  
	 Section 2.11
	  	 Rights Certificate Holder not Deemed a Shareholder
	  	 	29	  
		
	 ARTICLE 3 – ADJUSTMENTS TO THE RIGHTS ON FLIP-IN EVENT
	  	 	29	  
	 Section 3.1
	  	 Flip-in Event
	  	 	29	  
	 Section 3.2
	  	 Exchange Option
	  	 	31	  
		
	 ARTICLE 4 THE RIGHTS AGENT
	  	 	31	  
	 Section 4.1
	  	 General
	  	 	31	  
	 Section 4.2
	  	 Merger or Amalgamation or Change of Name of Rights Agent
	  	 	32	  
	 Section 4.3
	  	 Duties of Rights Agent
	  	 	33	  
	 Section 4.4
	  	 Change of Rights Agent
	  	 	34	  
	 Section 4.5
	  	 Compliance with Money Laundering Legislation
	  	 	35	  
	 Section 4.6
	  	 Privacy Provision
	  	 	35	  
		
	 ARTICLE 5 – MISCELLANEOUS
	  	 	36	  
	 Section 5.1
	  	 Redemption of Rights
	  	 	36	  
	 Section 5.2
	  	 Waiver of Flip-In Event
	  	 	37	  
	 Section 5.3
	  	 Expiration
	  	 	38	  
	 Section 5.4
	  	 Issuance of New Rights Certificates
	  	 	38	  
	 Section 5.5
	  	 Supplements and Amendments
	  	 	38	  
	 Section 5.6
	  	 Fractional Rights and Fractional Shares
	  	 	39	  
	 Section 5.7
	  	 Rights of Action
	  	 	40	  
	 Section 5.8
	  	 Notices
	  	 	40	  
	 Section 5.9
	  	 Costs of Enforcement
	  	 	41	  
	 Section 5.10
	  	 Benefits of this Agreement
	  	 	41	  
	 Section 5.11
	  	 Governing Law
	  	 	41	  


  

					
		 	(i)	 	SHAREHOLDER RIGHTS PLAN AGREEMENT










							
	 Section 5.12
	  	 Language
	  	 	42	  
	 Section 5.13
	  	 Severability
	  	 	42	  
	 Section 5.14
	  	 Determinations and Actions by the Board of Directors
	  	 	42	  
	 Section 5.15
	  	 Rights of Board of Directors and the Corporation
	  	 	42	  
	 Section 5.16
	  	 Regulatory Approvals
	  	 	42	  
	 Section 5.17
	  	 Declaration as to Foreign Holders
	  	 	42	  
	 Section 5.18
	  	 Effective Time
	  	 	43	  
	 Section 5.19
	  	 Termination Prior to Shareholder Approval
	  	 	43	  
	 Section 5.20
	  	 Time of the Essence
	  	 	43	  
	 Section 5.21
	  	 Successors
	  	 	43	  
	 Section 5.22
	  	 Execution in Counterparts
	  	 	43	  
		
	 Exhibit A – Rights Certificate
	  			


  

					
		 	(ii)	 	SHAREHOLDER RIGHTS PLAN AGREEMENT









 SHAREHOLDER RIGHTS PLAN AGREEMENT 

This Agreement is made as of March 16, 2012 between 
  

					
		  	 CRYSTALLEX INTERNATIONAL CORPORATION, a corporation continued under the laws of Canada (the
“Corporation”),
  
 and

 
 CIBC MELLON TRUST COMPANY, a trust company existing under the laws of Canada
(the “Rights Agent”)


 RECITALS 

A. The Corporation entered into a Shareholder Rights Plan Agreement dated as of June 22, 2006 (the “Existing Rights Plan”) which was
approved by the shareholders of the Corporation on October 30, 2006 and confirmed by the shareholders of the Corporation on June 24, 2009. 
 B. The Board of Directors (as hereinafter defined) of the Corporation has determined that it is advisable and in the best interests of the Corporation to adopt an additional shareholder rights plan (the
“Rights Plan”) to ensure, to the extent possible, that (i) all shareholders of the Corporation are treated fairly in connection with any take-over offer for the Corporation and (ii) there exists protection against a
possible limitation on the Corporation’s ability to use its loss carry forwards to reduce potential federal income tax obligations, which Rights Plan will operate in conjunction with and not in replacement of the Existing Rights Plan.

 C. The Board of Directors has determined that the Rights Plan should take effect immediately. 

D. In order to implement the Rights Plan, the Board of Directors has authorized the issuance of: 

 

	 	(1)	one right (a “Right”) effective at the Record Time (as hereinafter defined) in respect of each Common Share outstanding at the Record Time; and


  

	 	(2)	one Right in respect of each Common Share issued after the Record Time and prior to the earlier of the Separation Time (as hereinafter defined) and the Expiration Time
(as hereinafter defined). 

 E. Each Right entitles the Holder (as hereinafter defined), after the Separation Time, to purchase
securities of the Corporation pursuant to the terms and subject to the conditions set forth herein. 
 F. The Corporation desires to appoint the
Rights Agent to act on behalf of the Corporation and the Holders, and the Rights Agent has agreed to act on behalf of the Corporation and the Holders in connection with the issuance, transfer, exchange and replacement of Rights Certificates (as
hereinafter defined), the exercise of Rights and other matters referred to herein. 

  
 SHAREHOLDER
RIGHTS PLAN AGREEMENT 








 FOR VALUE RECEIVED, the parties agree as follows: 

ARTICLE 1 – INTERPRETATION 
 Section 1.1 Definitions 
 In this Agreement: 

(1) “Acquiring Person” shall mean any Person who is the Beneficial Owner of 20% or more of the outstanding Voting Shares; provided,
however, that the term “Acquiring Person” shall not include: 
  

	 	(a)	the Corporation or any Subsidiary of the Corporation; 

  

	 	(b)	any Person who becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares as a result of one or any combination of: 


 

	 	(i)	a Corporate Acquisition which, by reducing the number of Voting Shares outstanding, increases the percentage of Voting Shares Beneficially Owned by such Person to or
above 20% or more of the Voting Shares then outstanding; 

  

	 	(ii)	an Exempt Acquisition; 

  

	 	(iii)	a Permitted Bid Acquisition; 

  

	 	(iv)	a Pro Rata Acquisition; or 

  

	 	(v)	a Convertible Security Acquisition; 

 provided, however, that if a Person becomes the Beneficial Owner of 20% or more of the Voting Shares then outstanding by reason of one or any combination of a Corporate Acquisition, an Exempt Acquisition,
a Permitted Bid Acquisition, a Pro Rata Acquisition or a Convertible Security Acquisition, and thereafter becomes the Beneficial Owner of any additional Voting Shares (other than pursuant to any one or a combination of a Corporate Acquisition, an
Exempt Acquisition, a Permitted Bid Acquisition, a Pro Rata Acquisition or a Convertible Security Acquisition), then as of the date such Person becomes the Beneficial Owner of such additional Voting Shares, such Person shall become an Acquiring
Person; 
  

	 	(c)	 a D-I-P Financier or a Person who is the Beneficial Owner of 20% or more of the outstanding Voting Shares determined as at the Record Time (a
“Grandfathered Person”); provided, however, that this exemption shall not be, and shall cease to be, applicable to a Grandfathered Person in the event that such Grandfathered Person shall, after the Record Time, or in respect of a
D-I-P Financier, after such Person becomes a D-I-P Financier , (A) cease to be the Beneficial Owner of 20% or more of the outstanding Voting Shares, or (B) become the Beneficial Owner of any Voting Shares not Beneficially Owned by such
Person as at the Record Time, 



  
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RIGHTS PLAN AGREEMENT 


  
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or in respect of a D-I-P Financier, shall, as at the time such Person becomes a D-I-P Financier (other than through any one or any combination of a Corporate Acquisition, an Exempt Acquisition, a
Permitted Bid Acquisition, a Pro Rata Acquisition or a Convertible Security Acquisition); 

  

	 	(d)	for a period of ten days after the Disqualification Date (as hereinafter defined), any Person who becomes the Beneficial Owner of 20% or more of the outstanding Voting
Shares as a result of such Person becoming disqualified from relying on Clause (g) of the definition of Beneficial Owner solely because such Person makes or announces an intention to make a Take-over Bid in respect of Voting Shares and/or
Convertible Securities either alone or by acting jointly or in concert with any other Person. For the purposes of this definition, “Disqualification Date” means the first date of a public announcement (which, for the purposes of
this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the U.S. Exchange Act or Section 102.1 of the Securities Act (Ontario)) of facts indicating that any Person is making or intends
to make a Take-over Bid, either alone, through such Person’s Affiliates or Associates or by acting jointly or in concert with any other Person; or 

  

	 	(e)	an underwriter or member of a banking or selling group that acquires Voting Shares from the Corporation in connection with a distribution of securities of the
Corporation pursuant to a prospectus or by way of private placement; 

 (2) “Affiliate” when used to indicate a
relationship with a Person, shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person; 

(3) “Agreement” means this agreement as amended, modified or supplemented from time to time; “hereof”,
“herein”, “hereto” and similar expressions mean and refer to this shareholder rights plan agreement as a whole and not to any particular part of this Agreement; 

(4) “Arbitration” means the pending arbitration case Crystallex International Corporation v. Bolivarian Republic of Venezuela
(ICSID No. ARB(AF)11/2) before the Additional Facility of the International Centre for the Settlement of Investment Disputes as well as any other dispute of any nature between the Corporation and Venezuela (and any administrative division thereof
including any entity owned wholly or in part by Venezuela or any of its administrative divisions) which in any way relates to the Corporation’s past or current activities in Venezuela; 
 (5) “Associate”, when used to indicate a relationship with a specified Person, shall mean (a) any corporation or trust of which such Person beneficially owns, directly or indirectly,
voting securities carrying more than 10% of the voting rights attached to all voting securities of such corporation or trust for the time being outstanding, (b) any partner of that Person, (c) any trust or estate in which such Person has a
substantial beneficial interest or as to which such Person serves as trustee or in a similar capacity, (d) a spouse of such specified Person, (e) any Person of either sex with whom such specified Person is living in conjugal relationship
outside marriage or (f) any relative of such specified Person or of a Person mentioned in Clauses (d) or (e) of this definition if that relative has the same residence as the specified Person; 

  
 SHAREHOLDER
RIGHTS PLAN AGREEMENT 


  
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 (6) a Person shall be deemed the “Beneficial Owner” of, and to have “Beneficial
Ownership” of, and to “Beneficially Own”: 
  

	 	(a)	any securities as to which such Person or any of such Person’s Affiliates or Associates is the owner at law or in equity, directly or indirectly, including, for
greater certainty, beneficial ownership pursuant to the take-over bid provisions of the Securities Act (Ontario); 

  

	 	(b)	any securities as to which such Person or any of such Person’s Affiliates or Associates has the right to acquire or become the owner at law or in equity, where
such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, upon the exercise of any conversion right, exchange right or purchase right
attaching to Convertible Securities, or pursuant to any agreement, arrangement, pledge or understanding (including, for greater certainty, any lock-up agreement), whether or not in writing, (other than (x) customary agreements with and between
underwriters and/or banking group members and/or selling group members with respect to a distribution of securities pursuant to a prospectus or by way of private placement and (y) pledges of securities in the ordinary course of business of the
lender granted as security for bona fide indebtedness) or otherwise; 

  

	 	(c)	any securities as to which such Person or any of such Person’s Affiliates or Associates has the right to vote, or the right to direct the voting, where such right
is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, pursuant to any agreement, arrangement, pledge or understanding, whether or not in writing,
(other than pursuant to pledges of securities in the ordinary course of business of the lender granted as security for bona fide indebtedness) or otherwise; 


 

	 	(d)	any securities which are beneficially owned, directly or indirectly, by a Counterparty (or any of such Counterparty’s Affiliates or Associates) under any
Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such Person or any of such Person’s Affiliates or Associates is a Receiving Party; provided, however that the
number of Common Shares that a Person is deemed to Beneficially Own pursuant to this Clause (d) in connection with a particular Derivatives Contract shall not exceed the number of Notional Securities with respect to such Derivatives Contract;
provided, further, that the number of securities beneficially owned by each Counterparty (including their respective Affiliates and Associates) under a Derivatives Contract shall for purposes of this Clause (d) be deemed to include all
securities that are beneficially owned, directly or indirectly, by any other Counterparty (or any of such other Counterparty’s Affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or any of such first
Counterparty’s Affiliates or Associates) is a Receiving Party and this proviso shall be applied to successive Counterparties as appropriate; and 


  
 SHAREHOLDER
RIGHTS PLAN AGREEMENT 


  
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	 	(e)	any securities which are Beneficially Owned within the meaning of Clauses (a), (b), (c) and (d) of this definition by any other Person with whom such Person
is acting jointly or in concert with respect to the Corporation or any of its securities or assets; 

 provided, however, that a
Person shall not be deemed the “Beneficial Owner” of, or to have “Beneficial Ownership” of, or to “Beneficially Own”, any security: 

 

	 	(f)	by reason of such security having been deposited or tendered pursuant to any Take-over Bid made by such Person or any of such Person’s Affiliates or Associates or
any other Person referred to in Clause (e) of this definition until the earlier of such deposited or tendered security being accepted unconditionally for payment or exchange or being taken up or paid for; 


 

	 	(g)	where such Person, any of such Person’s Affiliates or Associates or any other Person referred to in Clause (e) of this definition holds such security provided
that: 

  

	 	(i)	the ordinary business of any such Person (the “Investment Manager”) includes the management of investment funds for others (which others, for greater
certainty, may include or be limited to one or more employee benefit plans or pension plans) and includes the acquisition or holding of securities for a non-discretionary account of a Client (as defined below) by a dealer or broker registered under
applicable securities laws to the extent required and such security is held by the Investment Manager in the ordinary course of such business in the performance of such Investment Manager’s duties for the account of any other Person (a
“Client”); 

  

	 	(ii)	such Person (the “Trust Company”) is licensed to carry on the business of a trust company under applicable laws and, as such, acts as trustee or
administrator or in a similar capacity in relation to the estates of deceased or incompetent Persons (each an “Estate Account”) or in relation to other accounts (each an “Other Account”) and holds such security in
the ordinary course of such duties for the estate of any such deceased or incompetent Person or for such other accounts; 

  

	 	(iii)	such Person (the “Statutory Body”) is established by statute for purposes that include, and the ordinary business or activity of such Person includes,
the management of investment funds for employee benefit plans, pension plans, insurance plans or various public bodies and the Statutory Body holds such security in the ordinary course of and for the purposes of the management of such investment
funds; 

  

	 	(iv)	such person (the “Administrator”) is the administrator or trustee of one or more pension funds or plans (a “Plan”) registered under
the laws of Canada or any Province thereof or the corresponding laws of the jurisdiction by which such Plan is governed and the Administrator holds such security for the purposes of its activities as such; or 


  
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RIGHTS PLAN AGREEMENT 


  
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	 	(v)	such Person is a Crown agent or agency; 

 but only if the Investment Manager, the Trust Company, the Statutory Body, the Administrator or the Crown agent or agency, as the case may be, (A) did not acquire and does not Beneficially Own or
hold such security for the purpose of or with the effect of changing or influencing the control of the issuer thereof, either alone or acting jointly or in concert with any other Person, or in connection with or as a participant in any transaction
having that purpose or effect, (B) is not then making a Take-over Bid in respect of securities of the Corporation or has not then announced an intention to make a Take-over Bid in respect of securities of the Corporation and (C) is not
then acting jointly or in concert with any other Person who is making a Take-over Bid or who has announced an intention to make a Take-over Bid, other than an Offer to Acquire Voting Shares or other securities of the Corporation (1) pursuant to
a distribution by the Corporation or (2) by means of a Permitted Bid or a Competing Permitted Bid, or (3) by means of ordinary market transactions (including prearranged trades entered into in the ordinary course of the business of such
Person) executed through the facilities of a stock exchange or an organized over-the-counter market; 
  

	 	(h)	because such Person is 

  

	 	(i)	a Client of or has an account with the same Investment Manager as another Person on whose account the Investment Manager holds such security; 


 

	 	(ii)	an Estate Account or an Other Account of the same Trust Company as another Person on whose account the Trust Company holds such security; or 


 

	 	(iii)	a Plan with the same Administrator as another Plan on whose account the Administrator holds such security; 


 

	 	(i)	where such Person is 

  

	 	(i)	a Client of an Investment Manager and such security is owned at law or in equity by the Investment Manager; 


 

	 	(ii)	an Estate Account or an Other Account of a Trust Company and such security is owned at law or in equity by the Trust Company; or 


 

	 	(iii)	a Plan and such security is owned at law or in equity by the Administrator of the Plan; or 


 

	 	(j)	where such Person is the registered holder of securities as a result of carrying on the business of, or acting as a nominee for, a securities depository;


 (7) “Board of Directors” shall mean the board of directors of the Corporation, as constituted from time to
time; 

  
 SHAREHOLDER
RIGHTS PLAN AGREEMENT 


  
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 (8) “Business Day” shall mean any day other than a Saturday, Sunday or a day on which
banking institutions in Toronto, Ontario, Canada are authorized or obligated by law to close; 
 (9) “Canadian Dollar
Equivalent” of any amount which is expressed in United States dollars shall mean, on any date, the Canadian dollar equivalent of such amount determined by multiplying such amount by the U.S. - Canadian Exchange Rate in effect on such date;

 (10) “CBCA” shall mean the Canada Business Corporations Act, as amended, and the regulations made thereunder and any
comparable or successor laws or regulations thereto; 
 (11) “close of business” on any given date shall mean the time on such
date (or, if such date is not a Business Day, the time on the next succeeding Business Day) at which the office of the transfer agent for the Common Shares in Toronto (or, after the Separation Time, the office of the Rights Agent in Toronto) is
closed to the public; 
 (12) “Common Shares” shall mean the common shares in the capital of the Corporation and any other
share of the Corporation into which such shares may be sub-divided, consolidated, re-classified or changed; 
 (13) “Competing Permitted
Bid” shall mean a Take-over Bid that: 
  

	 	(a)	is made after a Permitted Bid has been made and prior to the expiry of that Permitted Bid (in this definition, the “Prior Bid”);


  

	 	(b)	satisfies all the components of the definition of a Permitted Bid except the requirements set out in Clause (b) of that definition; and 


 

	 	(c)	contains, and the take-up and payment for securities tendered or deposited is subject to, an irrevocable and unqualified condition that no Voting Shares shall be taken
up or paid for pursuant to the Take-over Bid prior to the close of business on the date that is no earlier than the later of: (i) 35 days (or such other minimum period of days as may be prescribed by the Securities Act (Ontario)) after
the making of such Competing Permitted Bid; and (ii) the 60th day after the date on which the earliest Prior Bid was made, and then only if at that date more than 50% of the then outstanding Voting Shares held by Independent Shareholders have
been deposited or tendered pursuant to such Take-over Bid and not withdrawn, 

 provided always that a Competing Permitted Bid
will cease to be a Competing Permitted Bid at any time when such Take-over Bid ceases to meet any of the provisions of this definition and provided further that, at such time, any acquisition of Voting Shares made pursuant to such Take-over Bid,
including any acquisitions of Voting Shares theretofore made, will cease to be a Permitted Bid Acquisition. 
 (14)
“controlled” a Person is considered to be “controlled” by another Person or two or more Persons if: 
  

	 	(a)	in the case of a Person other than a partnership or a limited partnership, including, without limitation, a corporation or body corporate: 


 

	 	(i)	securities entitled to vote in the election of directors or trustees carrying more than 50% of the votes for the election of directors or trustees of such Person are
held, directly or indirectly, by or on behalf of the other Person or Persons; and 


  
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RIGHTS PLAN AGREEMENT 


  
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	 	(ii)	the votes carried by such securities are entitled, if exercised, to elect a majority of the board of directors or trustees of such Person; 


 

	 	(b)	in the case of a partnership other than a limited partnership, more than 50% of the interests in such partnership are held by the other Person or Persons; and


  

	 	(c)	in the case of a limited partnership, the other Person or each of the other Persons is a general partner of the limited partnership, 


and “controls”, “controlling” and “under common control with” shall be interpreted
accordingly; 
 (15) “Convertible Securities” shall mean at any time any securities issued by the Corporation (including
rights, warrants and options, but excluding the Rights [and the rights under the Existing Rights Plan]) carrying any purchase, exercise, conversion or exchange rights, pursuant to which the holder thereof may acquire Voting Shares or other
securities convertible into or exercisable or exchangeable for Voting Shares (in each case, whether such right is exercisable immediately or after a specified period and whether or not on conditions or the happening of any contingency or the making
of any payment); 
 (16) “Convertible Security Acquisition” shall mean the acquisition of Voting Shares upon the exercise,
conversion or exchange of Convertible Securities acquired by a Person pursuant to a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition; 
 (17) “Co-Rights Agents” shall have the meaning ascribed thereto in Section 4.1(1); 
 (18) “Corporate Acquisition” shall mean an acquisition or a redemption of Voting Shares by the Corporation which by reducing the number of Voting Shares outstanding increases the
proportionate number of Voting Shares Beneficially Owned by any Person; 
 (19) “D-I-P Financier” means the Person(s) that
makes available to the Corporation a debtor-in-possession loan facility that is approved by the Ontario Superior Court of Justice (Commercial List) under the Companies’ Creditors Arrangement Act (Canada) provided that pursuant to the
terms of such loan facility Common Shares or Convertible Securities are issued, or may be issued, to such Person as a result of which such Person shall be the Beneficial Owner of 20% or more of the outstanding Voting Shares; 

(20) “Derivatives Contract” shall mean a contract between two parties (the “Receiving Party” and the
“Counterparty”) that is designed to expose the Receiving Party to economic benefits and risks that correspond substantially to the ownership by the Receiving Party of a number of Voting Shares or Convertible Securities specified or
referenced in such contract (the number corresponding to such economic benefits and risks, the “Notional Securities”), regardless of whether obligations under such contract are required or permitted to be settled through the
delivery of cash, Voting Shares, Convertible Securities or other property, without 

  
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RIGHTS PLAN AGREEMENT 


  
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regard to any short position under the same or any other Derivatives Contract. For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based
publicly traded market baskets of stocks approved for trading by the appropriate governmental authority shall not be deemed to be Derivatives Contracts; 
 (21) “Election to Exercise” shall have the meaning attributed thereto in Section 2.2(4)(b); 
 (22) “Exempt Acquisition” shall mean an acquisition of Voting Shares or Convertible Securities: 
  

	 	(a)	in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Section 5.2 or which was made on or prior
to the Record Time; or 

  

	 	(b)	pursuant to a distribution of Voting Shares or Convertible Securities (and the exercise, conversion or exchange of such Convertible Securities) made by the Corporation
pursuant to a prospectus or private placement or other distribution made by the Corporation exempt from the prospectus requirements of applicable law; 

 (23) “Exercise Price” shall mean, as of any date from and after the Separation Time, the price at which a Holder may purchase the securities issuable upon exercise of one whole Right
which, subject to adjustment in accordance with the terms hereof, shall be an amount equal to five times the Market Price per Common Share determined as at the Separation Time; 
 (24) “Expiration Time” shall mean the earliest of (i) the time at which the right to exercise Rights shall terminate pursuant to Section 3.2(2) or Section 5.1(4),
(ii) the close of business on the date of termination of the first annual or special meeting of holders of Voting Shares of the Corporation following the date hereof, if this Agreement is not confirmed as provided in Section 5.18,
(iii) the termination of this Agreement pursuant to Section 5.19 and (iv) the close of the third annual meeting of holders of Voting Shares following the meeting of such holders at which this Agreement is first approved in accordance
with Section 5.18, unless the term of this Agreement is extended in accordance with Section 5.5; 
 (25) “Flip-in
Event” shall mean a transaction in or pursuant to which any Person becomes an Acquiring Person; 
 (26) “Grandfathered
Person” shall have the meaning ascribed thereto in Section 1.1(1)(c); 
 (27) “Holder” of any Rights, unless the
context otherwise requires, shall mean the registered holder of such Rights (or, prior to the Separation Time, of the associated Common Shares); 
 (28) “Independent Shareholders” shall mean the holders of Voting Shares other than: 
  

	 	(a)	any Acquiring Person; 

  

	 	(b)	any Grandfathered Person; 

  

	 	(c)	any Offeror; 


  
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	 	(d)	any Associate or Affiliate of any Acquiring Person, any Grandfathered Person or any Offeror; 


 

	 	(e)	any Person acting jointly or in concert with any Person referred to in Clauses (a), (b), (c), or (d) of this definition; and 


 

	 	(f)	any employee benefit plan, stock purchase plan, deferred profit sharing plan and any other similar plan or trust for the benefit of employees of the Corporation or a
Subsidiary of the Corporation, unless the beneficiaries of the plan or trust direct the manner in which the Voting Shares are to be voted or direct whether the Voting Shares are to be tendered to a Take-over Bid; 


(29) “Market Price” per security of any securities on any date of determination shall mean the average of the daily closing prices per
security of such securities (determined as described below) on each of the 20 consecutive Trading Days ending on the Trading Day immediately preceding such date; provided, however, that if an event of a type analogous to any of the events described
in Section 2.3 hereof shall have caused the closing prices used to determine the Market Price on any such Trading Day not to be fully comparable with the closing price on such date of determination (or, if the date of determination is not a
Trading Day, on the immediately preceding Trading Day), each such closing price so used shall be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in order to make it fully comparable
with the closing price on such date of determination (or, if the date of determination is not Trading Day, on the immediately preceding Trading Day). The closing price per security of any securities on any date shall be: 

 

	 	(a)	the closing board lot sale price or, in case no such sale takes place on such date, the average of the closing bid and asked prices for each such security on such date,
as reported by the principal stock exchange in Canada on which such securities are listed or admitted to trading; 

  

	 	(b)	if for any reason none of such prices described in (a) above is available for such day or the securities are not listed or admitted to trading on a Canadian stock
exchange, the last sale price or, if such price is not available, the average of the closing bid and asked prices, for each such security on such date, as reported by such other securities exchange on which such securities are listed or admitted to
trading; 

  

	 	(c)	if for any reason none of such prices described in (b) above is available for such day or the securities are not listed or admitted to trading on a Canadian stock
exchange or other securities exchange, the last sale price, or if no sale takes place, the average of the high bid and low asked prices for each such security on such date in the over-the-counter market, as quoted by any reporting system then in use
(as determined by the Board of Directors); or 

  

	 	(d)	 if for any reason none of such prices described in (c) above is available or the securities are not listed or admitted to trading on a Canadian
stock exchange or any other securities exchange and are not quoted by any such reporting system, the average of the closing bid and asked prices for such date as furnished by a




  
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professional market maker making a market in the securities selected in good faith by the Board of Directors, provided, however, that if on any such date none of such prices is available, the
closing price per security of such securities on such date shall mean the fair value per security of such securities on such date as determined in good faith by a nationally or internationally recognized firm of investment dealers or investment
bankers selected by the Board of Directors. The Market Price shall be expressed in Canadian dollars and, if initially determined in respect of any day forming part of the 20 consecutive Trading Day period in question in United States dollars, such
amount shall be translated into Canadian dollars on such date at the Canadian Dollar Equivalent thereof; 

 (30)
“Nominee” shall have the meaning ascribed thereto in Section 2.2(3); 
 (31) “Noteholders” means the
direct or indirect beneficial, registered or legal owners or holders of the US$100,000,000 senior unsecured notes issued by the Corporation, with an interest rate of 9.375%, pursuant to a trust indenture dated December 23, 2004 between the
Corporation and CIBC Mellon Trust Company; 
 (32) “Offer to Acquire” shall include: 

 

	 	(a)	an offer to purchase, a public announcement of an intention to make an offer to purchase, or a solicitation of an offer to sell, Voting Shares, and


  

	 	(b)	an acceptance of an offer to sell Voting Shares, whether or not such offer to sell has been solicited; 


or any combination thereof, and the Person accepting an offer to sell shall be deemed to be making an Offer to Acquire to the Person that made the offer
to sell; 
 (33) “Offeror” shall mean a Person who has announced an intention to make or who has made a Take-over Bid;

 (34) “Offeror’s Securities” shall mean Voting Shares Beneficially Owned by an Offeror, on the date of an Offer to
Acquire; 
 (35) “Permitted Bid” shall mean a Take-over Bid made by an Offeror that is made by means of a take-over bid
circular and which also complies with the following additional provisions: 
  

	 	(a)	the Take-over Bid is made to all holders of Voting Shares as registered on the books of the Corporation, other than the Offeror and its Affiliates and Associates, for
all Voting Shares held by them; 

  

	 	(b)	the Take-over Bid contains, and the take-up and payment for securities tendered or deposited thereunder is subject to, an irrevocable and unqualified condition that no
Voting Shares shall be taken up or paid for pursuant to the Take-over Bid prior to the close of business on a date which is not less than 60 days after the date of the Take-over Bid, and only if at such date more than 50% of the Voting Shares held
by Independent Shareholders shall have been deposited or tendered pursuant to the Take-over Bid and not withdrawn; 


  
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	 	(c)	the Take-over Bid contains an irrevocable and unqualified provision that, unless the Take-over Bid is withdrawn, Voting Shares may be deposited pursuant to such
Take-over Bid at any time during the period of time between the date of the Take-over Bid and the date on which the Voting Shares subject to the Take-over Bid may be taken up and paid for and that any Voting Shares deposited pursuant to the
Take-over Bid may be withdrawn until taken up and paid for; and 

  

	 	(d)	the Take-over Bid contains an irrevocable and unqualified provision that if, on the date on which Voting Shares may be taken up and paid for, more than 50% of the
Voting Shares held by Independent Shareholders shall have been deposited or tendered pursuant to the Take-over Bid and not withdrawn, the Offeror will make a public announcement of that fact and the Take-over Bid will remain open for deposits and
tenders of Voting Shares for not less than 10 Business Days from the date of such public announcement; 

 (36) “Permitted
Bid Acquisitions” shall mean acquisitions of Voting Shares made pursuant to a Permitted Bid or a Competing Permitted Bid; 
 (37)
“Person” shall include any individual, firm, partnership, association, trust, trustee, executor, administrator, legal personal representative, government, governmental entity or authority, body corporate, corporation, incorporated
or unincorporated organization, syndicate or other entity; 
 (38) “Pro Rata Acquisition” shall mean an acquisition by a Person
of Voting Shares or Convertible Securities: 
  

	 	(a)	as a result of a stock dividend, a stock split or other event in respect of securities of the Corporation of one or more particular classes or series pursuant to which
a Person becomes the Beneficial Owner of Voting Shares or Convertible Securities on the same pro rata basis as all other holders of securities of the particular class, classes or series; 


 

	 	(b)	pursuant to any regular dividend reinvestment plan or other plan made available by the Corporation to holders of its securities where such plan permits the holder to
direct that some or all of: (A) dividends paid in respect of shares of any class of the Corporation, (B) proceeds of redemption of shares of the Corporation, (C) interest paid on evidences of indebtedness of the Corporation, or
(D) optional cash payments be applied to the purchase from the Corporation of further securities of the Corporation; 

  

	 	(c)	pursuant to the receipt and/or exercise by the Person of rights (other than the Rights) issued by the Corporation to all of the holders of a series or class of Voting
Shares on a pro rata basis to subscribe for or purchase Voting Shares or Convertible Securities, provided that such rights are acquired directly from the Corporation and not from any other Person; or 


 

	 	(d)	pursuant to a plan of arrangement, amalgamation or other statutory procedure requiring shareholder approval; 


  
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 (39) “Record Time” shall mean 5:00 p.m. (Toronto time) on the date of this Agreement;

 (40) “Redemption Price” shall have the meaning attributed thereto in Section 5.1(1); 

(41) “regular periodic cash dividend” shall mean cash dividends paid in any fiscal year of the Corporation to the extent that such cash
dividends do not exceed, in the aggregate, the greatest of: 
  

	 	(a)	200% of the aggregate amount of cash dividends declared payable by the Corporation on its Common Shares in its immediately preceding fiscal year;


  

	 	(b)	300% of the arithmetic mean of the aggregate amounts of the annual cash dividends declared payable by the Corporation on its Common Shares in its three immediately
preceding fiscal years; and 

  

	 	(c)	100% of the aggregate consolidated net income of the Corporation, before extraordinary items, for its immediately preceding fiscal year; 


(42) “Rights” shall mean the herein described rights to purchase securities pursuant to the terms and subject to the conditions set
forth herein; 
 (43) “Rights Certificate” shall have the meaning attributed thereto in Section 2.2(3)(a); 

(44) “Rights Register” shall have the meaning ascribed thereto in Section 2.6(1); 

(45) “Securities Act (Ontario)” shall mean the Securities Act, R.S.O. 1990, c. S.5, and the rules and
regulations thereunder, each as may be amended from time to time, and any comparable or successor laws, rules, instruments or regulations thereto; 
 (46) “Separation Time” shall mean, subject to Section 5.2, the close of business on the tenth Trading Day after the earliest of: 

 

	 	(a)	the Stock Acquisition Date; 

  

	 	(b)	the date of the commencement of, or first public announcement of the intent of any Person (other than the Corporation or any Subsidiary of the Corporation) to make, a
Take-over Bid (other than a Permitted Bid or a Competing Permitted Bid); and 

  

	 	(c)	the date upon which a Permitted Bid or Competing Permitted Bid ceases to be such; 

 or such later date as may be determined by the Board of Directors in its sole discretion, and provided further that if any Take-over Bid referred to in Clause 1.1(44)(b) of this definition expires, is
cancelled, terminated or otherwise withdrawn prior to the Separation Time, such Take-over Bid shall be deemed, for the purposes of this definition, never to have been made; 

  
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 (47) “Stock Acquisition Date” shall mean the first date of public announcement or
disclosure (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the U.S. Exchange Act or an early warning report filed pursuant to the Securities Act (Ontario)) by
the Corporation or a Person of facts indicating that any Person has become an Acquiring Person; 
 (48) “Subsidiary”: a body
corporate is a Subsidiary of another body corporate if: 
  

	 	(a)	it is controlled by (A) that other, or (B) that other and one or more bodies corporate, each of which is controlled by that other, or (C) two or more
bodies corporate, each of which is controlled by that other, or 

  

	 	(b)	it is a Subsidiary of a body corporate that is that other’s Subsidiary; 

 (49) “Take-over Bid” shall mean an Offer to Acquire Voting Shares or Convertible Securities (or both) if, assuming that the Voting Shares or Convertible Securities that are the subject of
the Offer to Acquire are acquired at the date of such Offer to Acquire by the Person making such Offer to Acquire, the Voting Shares Beneficially Owned by the Person making the Offer to Acquire would constitute, in the aggregate, 20% or more of the
outstanding Voting Shares; 
 (50) “Trading Day”, when used with respect to any securities, shall mean a day on which the
principal Canadian stock exchange on which such securities are listed or admitted to trading is open for the transaction of business or, if the securities are not listed or admitted to trading on any Canadian stock exchange, a Business Day;

 (51) “U.S. - Canadian Exchange Rate” shall mean, on any date: 

 

	 	(a)	if, on such date, the Bank of Canada sets an average noon spot rate of exchange for the conversion of one United States dollar into Canadian dollars, such rate; or


  

	 	(b)	in any other case, the rate for such date for the conversion of one United States dollar into Canadian dollars calculated in such manner as may be determined by the
Board of Directors from time to time acting in good faith; 

 (52) “U.S. Exchange Act” shall
mean the United States Securities Exchange Act of 1934, as it may be amended from time to time, and the rules and regulations made thereunder and any comparable or successor laws or regulations thereto; 

(53) “U.S. Securities Act” shall mean the United States Securities Act of 1933, as it may be amended from
time to time, and the rules and regulations made thereunder and any comparable or successor laws or regulations thereto; 
 (54)
“Venezuela” means the Bolivarian Republic of Venezuela; 
 (55) “Venezuela Interested Party” means a Person
that is, or is affiliated or otherwise connected to, (i) any governmental authority of Venezuela, and includes, without limitation, any national, federal, provincial, state, territorial, municipal or local government of Venezuela or other
political subdivision of any of the foregoing; (ii) any entity (including, without limitation, any quasi-governmental or private entity) exercising executive, legislative, judicial, regulatory or


  
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administrative functions of or pertaining to the government of Venezuela or any political subdivision thereof; (iii) any corporation or other entity owned or controlled (through stock or
capital ownership or otherwise) by any of the foregoing, and (iv) any Person that is an employee, officer or director, or a holder of securities entitling such Person to 5% or more of the votes of any entity that operates, directly or
indirectly, any business in Venezuela related to mining or another natural resource sector that operates pursuant to a license, permit, order or any other grant of authority of any nature from any governmental authority or entity described in (i),
(ii) or (iii) above; and 
 (56) “Voting Shares” shall mean, collectively, the Common Shares of the Corporation and
any other shares of capital stock or voting interests of the Corporation entitled to vote generally in the election of all directors of the Corporation. 
 Section 1.2 Currency 
 All sums of money which are referred to in this
Agreement are expressed in lawful money of Canada, unless otherwise specified. 
 Section 1.3 Headings 

The division of this Agreement into Articles, Sections, Subsections, Clauses and Subclauses and the insertion of headings, subheadings and
a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. 

Section 1.4 Number and Gender 
 Wherever the context so requires, terms used herein importing the singular number only shall include the plural and vice-versa and words importing only one gender shall include all others. 

Section 1.5 Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares 

For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person shall be and be deemed to be the product
determined by the formula: 
 100 × A/B Where: 
 A = the number of votes for the election of all directors generally attaching to the Voting Shares Beneficially Owned by such Person; and 

B = the number of votes for the election of all directors generally attaching to all outstanding Voting Shares. 

Where any Person is deemed to Beneficially Own unissued Voting Shares which may be acquired pursuant to Convertible Securities, such
Voting Shares shall be deemed to be outstanding for the purpose of calculating the percentage of Voting Shares Beneficially Owned by such Person in both the numerator and the denominator above, but no other unissued Voting Shares which may be
acquired pursuant to any other outstanding Convertible Securities shall, for the purposes of that calculation, be deemed to be outstanding. 

  
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 Section 1.6 Acting Jointly or in Concert 

For purposes of this Agreement, it is a question of fact as to whether a Person is acting jointly or in concert with another Person and,
without limiting the generality of the foregoing, the following shall be deemed to be acting jointly or in concert with a Person (the “First Person”): 
 (1) every Person who has any agreement, arrangement, commitment or understanding (whether formal or informal and whether or not in writing) with the First Person, any Associate or Affiliate of the First
Person or any other Person acting jointly or in concert with the First Person, for the purpose of acquiring, directly or indirectly, or making an Offer to Acquire any Voting Shares or Convertible Securities of the Corporation, including, without
limitation, any one or more of, or any combination of, (i) a put, call, option, forward sale purchase or other right or obligation relating to the sale or disposition of any Voting Shares of the Corporation to the First Person, any Associate or
Affiliate of the First Person or any other Person acting jointly or in concert with the First Person (whether settled by delivery of securities, cash or a combination thereof) (including, for greater certainty, any lock-up agreement), (ii) any
security the value of which varies with the value of Voting Shares of the Corporation, or (iii) any agreement, arrangement, commitment or understanding (whether formal or informal and whether or not in writing) pursuant to which all or
substantially all of the economic or market risk underlying a Voting Share of the Corporation, directly or indirectly, is transferred to, or assumed by, the First Person, any Associate or Affiliate of the First Person or any other Person acting
jointly or in concert with the First Person; 
 (2) every Person who has any agreement, arrangement, commitment or understanding (whether formal
or informal and whether or not in writing) with the First Person, any Associate or Affiliate of the First Person or any other Person acting jointly or in concert with the First Person, for the purpose or with the intention of exercising jointly or
in concert with the First Person, any Associate or Affiliate of the First Person or any other Person acting jointly or in concert with the First Person, any voting rights attaching to any securities of the Corporation; 

(3) every Person who has any agreement, arrangement, commitment or understanding (whether formal or informal and whether or not in writing) with the
First Person, any Associate or Affiliate of the First Person or any other Person acting jointly or in concert with the First Person, for the purpose of selling, offering to sell, acquiring or offering to acquire any business, asset, subsidiary or
investee company of the Corporation through any one transaction or series of transactions where the aggregate value of the business, asset, Subsidiary or investee company to be acquired exceeds $1,000,000, such value to be determined in good faith
by the Board of Directors, after consultation with a nationally or internationally recognized investment dealer or investment banker with respect to the value of such business, asset, Subsidiary or investee company; and 

(4) provided that the Corporation has not received any funds pursuant to an award granted by an arbitration tribunal, or pursuant to a settlement
agreement reached, with respect to the Arbitration, (i) every Person who is a Venezuela Interested Party if the First Person is a Venezuela Interested Party, and (ii) every person who is a Noteholder if the First Person is a Noteholder.


  
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 Notwithstanding the foregoing and for greater certainty, the phrase “acting jointly or in
concert” shall not include conduct consisting solely of: 
  

	 	(a)	voting or directing the vote of securities of the Corporation pursuant to a revocable proxy given in response to a bona fide particular proxy solicitation; or


  

	 	(b)	voting or directing the vote of securities of the Corporation in connection with or in order to participate in a bona fide particular proxy solicitation.


 ARTICLE 2– THE RIGHTS 
 Section 2.1 Legend on Common Share Certificates 
 (1) Certificates issued for Common
Shares, including without limitation Common Shares issued upon the exercise, conversion or exchange of Convertible Securities, after the date hereof but prior to the close of business on the earlier of the Separation Time and the Expiration Time
shall evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form: 

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 the Shareholder Rights Plan Agreement, dated as of the 16th day of March, 2012, as amended from time to time (the “Rights Agreement”), between Crystallex International
Corporation (the “Corporation”) and 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 and may be inspected during normal business
hours at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such 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 mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as is reasonably practicable after the receipt of a written request therefor. 

(2) Certificates representing Common Shares that are issued and outstanding as at the date hereof 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. 

  
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 (3) 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 registers for the Common Shares. 
 Section 2.2 Initial Exercise Price, Exercise of Rights and Detachment of Rights

 (1) Subject to adjustment as provided herein, each Right will entitle the Holder thereof, after the Separation Time and prior to the
Expiration Time, to purchase, for the Exercise Price as at the Business Day immediately preceding the date of exercise of the Right, one Common Share (which Exercise Price and number of Common Shares are subject to adjustment as set forth herein).
Notwithstanding any other provision of this Agreement, any Rights Beneficially Owned by the Corporation or any of its Subsidiaries shall be void. 
 (2) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised, and (ii) for administrative purposes, each Right will be evidenced by the certificates for
the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to be a Rights Certificate) and will be transferable only together with, and will be transferred by a transfer of, such associated
Common Share. 
 (3) From and after the Separation Time and prior to the Expiration Time, the Rights shall be exercisable and the registration
and transfer of the Rights shall be separate from and independent of the Common Shares. Promptly following the Separation Time, the Corporation will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the
Separation Time and, in respect of each Convertible Security converted into or exchanged or exercised for Common Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, exchange or exercise to the holder so
converting, exchanging or exercising (other than an Acquiring Person and, in respect of any Rights Beneficially Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a
“Nominee”)), at such holder’s address as shown on the records of the Corporation (the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose), 

 

	 	(a)	a certificate (a “Rights Certificate”) in substantially the form of Exhibit A hereto appropriately completed, representing the number of Rights held by
such Holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any law, rule, regulation or judicial or administrative order or with any rule or regulation made pursuant thereto or with any rule or regulation of any self-regulatory organization, stock exchange or
quotation system on which the Rights may from time to time be listed or admitted to trading, or to conform to standard usage; and 

  

	 	(b)	a disclosure statement prepared by or on behalf of the Corporation describing the Rights; 


  
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 provided that a Nominee shall be sent the materials provided for in Clauses (a) and (b) in respect
of all Common Shares held of record by it which are not Beneficially Owned by an Acquiring Person. In order for the Corporation to determine whether any Person is holding Common Shares which are Beneficially Owned by another Person, the Corporation
may require such first mentioned Person to furnish it with such information and documentation as the Corporation considers advisable. 
 (4)
Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent, at its principal office in the City of Toronto or any other office of the Rights Agent or
Co-Rights Agent in the cities designated from time to time for that purpose by the Corporation with the approval of the Rights Agent: 
  

	 	(a)	the Rights Certificate evidencing such Rights; 

  

	 	(b)	an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed
and duly executed by the Holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and


  

	 	(c)	payment by certified cheque, banker’s draft or money order payable to or to the order of the Rights Agent, of a sum equal to the Exercise Price multiplied by the
number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for
Common Shares in a name other than that of the Holder of the Rights being exercised. 

 (5) Upon receipt of a Rights Certificate,
accompanied by an Election to Exercise appropriately completed and duly exercised that does not indicate that such Right is null and void as provided by Section 3.1(2) and by payment as set forth in Section 2.2(4)(c), the Rights Agent
(unless otherwise instructed in writing by the Corporation in the event that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly: 

 

	 	(a)	requisition from the transfer agent for the Common Shares, certificates representing the number of Common Shares to be purchased (the Corporation hereby irrevocably
authorizing its transfer agent to comply with all such requisitions); 

  

	 	(b)	after receipt of any certificates referred to in Section 2.2(5)(a), deliver such certificates to or upon the order of the registered holder of such Rights
Certificate, registered in such name or names as may be designated by such holder; 

  

	 	(c)	when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares; 


  
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	 	(d)	when appropriate, after receipt, deliver such cash (less any amounts required to be withheld) by way of cheque to or to the order of the registered holder of the Rights
Certificate; and 

  

	 	(e)	tender to the Corporation all payments received on exercise of the Rights. 

 (6) In case the Holder of any Rights shall exercise less than all the Rights evidenced by such Holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will
be issued by the Rights Agent to such Holder or to such Holder’s duly authorized assigns. 
 (7) The Corporation covenants and agrees that
it will: 
  

	 	(a)	take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the
certificates for such shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable; 


 

	 	(b)	take all such action as may be necessary and within its power to comply with any applicable requirements of the U.S. Securities Act, the U.S. Exchange
Act, the CBCA, the Securities Act (Ontario), and the comparable securities legislation of each of the provinces and territories of Canada and any other applicable law, rule or regulation, in connection with the issuance and delivery of
the Rights Certificates and the issuance of any Common Shares upon exercise of Rights; 

  

	 	(c)	on or before the issuance thereof, use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed or admitted to trading upon issuance on
the principal exchange or exchanges (if any) on which the Common Shares are then listed or admitted to trading at that time; 

  

	 	(d)	cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from
time to time be sufficient to permit the exercise in full of all outstanding Rights; and 

  

	 	(e)	pay when due and payable any and all Canadian, United States or foreign federal, state or other provincial transfer taxes (not including any tax in the nature of income
or capital gains taxes of the Holder or exercising Holder or any liability of the Corporation to withhold tax) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Common
Shares or registration of the Common Shares in the securities register of the Corporation, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of the transfer or delivery of Rights
Certificates or the issuance or delivery of certificates for Common Shares or registration of the Common Shares in the securities register of the Corporation in a name other than that of the Holder of the Rights being transferred or exercised.



  
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 Section 2.3 Adjustments to Exercise Price; Number of Rights 

(1) The Exercise Price, the number and kind of securities subject to purchase upon exercise of each Right and the number of Rights outstanding are subject
to adjustment from time to time as provided in this Section 2.3 and in Section 3.1(1). 
 (2) In the event the Corporation shall at
any time after the Separation Time and prior to the Expiration Time: 
  

	 	(a)	declare or pay a dividend on Common Shares payable in Common Shares or Convertible Securities other than pursuant to any regular dividend reinvestment plan of the
Corporation providing for the acquisition of Common Shares; 

  

	 	(b)	subdivide or change the then outstanding Common Shares into a greater number of Common Shares; 


 

	 	(c)	consolidate or change the then outstanding Common Shares into a smaller number of Common Shares; or 


 

	 	(d)	issue any Common Shares, Convertible Securities or other capital stock of the Corporation in respect of, in lieu of or in exchange for existing Common Shares except as
otherwise provided in this Section 2.3; 

 the Exercise Price in effect at the time of the record date for such dividend or
of the effective date of such subdivision, consolidation, other change or issuance and the number of Common Shares or other securities, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right
shall be entitled to receive, upon payment of the applicable Exercise Price then in effect, the aggregate number of Common Shares or other securities, as the case may be, which, if such Right had been exercised immediately prior to such date and at
a time when the share transfer books of the Corporation were open, such holder would have been entitled to receive as a result of such dividend, subdivision, consolidation, other change or issuance. 

(3) In the event the Corporation shall at any time after the Separation Time and prior to the Expiration Time fix a record date for the issuance of
rights, options or warrants to all holders of Common Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Shares, shares having the same rights, privileges, restrictions and
conditions as Common Shares (“equivalent common shares”), or securities convertible into or exchangeable for or carrying a right to purchase Common Shares or equivalent common shares at a price per Common Share or per equivalent
common share (or, if a security convertible into or exchangeable for or carrying a right to purchase or subscribe for Common Shares or equivalent common shares, having a conversion, exchange or exercise price, including the price required to be paid
to purchase such convertible or exchangeable security or right per share) less than 90% of the Market Price per Common Share on the second Trading Day immediately preceding such record date, the Exercise Price to be in effect after such record date
shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction: 
  

	 	(a)	the numerator of which shall be the number of Common Shares outstanding on such record date, plus the number of Common Shares that the aggregate offering price of the
total number of Common Shares and/or equivalent common shares so to be offered (and/or the aggregate initial conversion, exchange or exercise price of the convertible or exchangeable securities or rights so to be offered, including the price
required to be paid to purchase such convertible or exchangeable securities or rights) would purchase at such Market Price per Common Share; and 


  
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	 	(b)	the denominator of which shall be the number of Common Shares outstanding on such record date, plus the number of additional Common Shares and/or equivalent common
shares to be offered for subscription or purchase (or into which the convertible or exchangeable securities or rights so to be offered are initially convertible, exchangeable or exercisable). 


(4) In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such
consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the Holders. Such adjustment shall be made
successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, or if issued, are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise
Price which would have been in effect if such record date had not been fixed, or to the Exercise Price which would be in effect based upon the number of Common Shares, equivalent common shares or securities convertible into or exchangeable or
exercisable for Common Shares actually issued upon the exercise of such rights, options or warrants, as the case may be. 
 (5) For the purposes
of this Agreement, the granting of the right to purchase Common Shares (whether from treasury or otherwise) pursuant to a dividend reinvestment plan or any employee benefit, stock option or similar plans shall be deemed not to constitute an issue of
rights, options or warrants by the Corporation; provided, however, that, in all such cases, the right to purchase Common Shares is at a price per share of not less than 90% of the current market price per share (determined as provided in such plans)
of the Common Shares. 
 (6) In the event the Corporation shall at any time after the Separation Time and prior to the Expiration Time fix a
record date for the making of a distribution to all holders of Common Shares (including any such distribution made in connection with a merger in which the Corporation is the continuing corporation or an amalgamation) of evidences of indebtedness or
assets, including cash (other than a regular periodic cash dividend or a dividend paid in Common Shares, but including any dividend payable in securities other than Common Shares), or subscription rights, options or warrants (excluding those
referred to in Section 2.3(3) hereof) at a price per Common Share that is less than 90% of the Market Price per Common Share on the second Trading Day immediately preceding such record date, the Exercise Price in respect of the Rights to be in
effect after such record date shall be determined by multiplying the Exercise Price in respect of the Rights in effect immediately prior to such record date by a fraction: 

 

	 	(a)	 the numerator of which shall be the Market Price per Common Share on such record date, less the fair market value (as determined in good faith by the
Board of Directors, whose determination shall be described in a statement filed with the 



  
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Rights Agent and shall be binding on the Rights Agent and the Holders of Rights), on a per share basis, of the portion of the evidences of indebtedness, cash, assets, subscription rights, options
or warrants so to be distributed; and 

  

	 	(b)	the denominator of which shall be such Market Price per Common Share. 

 Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such a distribution is not so made, the Exercise Price shall be readjusted to be the Exercise Price
which would have been in effect if such record date had not been fixed. 
 (7) Notwithstanding anything herein to the contrary, no adjustment in
the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price; provided, however, that any adjustments which by reason of this Section 2.3(7) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. All calculations under Section 2.3 shall be made to the nearest cent or to the nearest ten-thousandth of a Common Share or Right. Notwithstanding the first sentence
of this Section 2.3(7), any adjustment required by this Section 2.3 shall be made no later than the Expiration Time. 
 (8) In the
event the Corporation shall at any time after the Separation Time and prior to the Expiration Time issue any shares of capital stock (other than Common Shares), or rights, options or warrants to subscribe for or purchase any such capital stock, or
securities convertible into or exchangeable for any such capital stock, in a transaction referred to in Sections 2.3(2)(a) or (d), if the Board of Directors acting in good faith determines that the adjustments contemplated by Section 2.3(2) in
connection with such transaction will not appropriately protect the interests of the Holders of Rights, the Board of Directors acting in good faith may determine what other adjustments to the Exercise Price, number of Rights and/or securities
purchasable upon exercise of Rights would be appropriate and, notwithstanding Section 2.3(2), such adjustments, rather than the adjustments contemplated by Section 2.3(2), shall be made. The Corporation and the Rights Agent shall have
authority, as appropriate, to provide for such adjustments. 
 (9) Unless the Corporation shall have exercised its election as provided in
Section 2.3(10), upon each adjustment of an Exercise Price as a result of the calculations made in Sections 2.3(3) and (6), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Exercise Price, that number of Common Shares, as the case may be (calculated to the nearest one ten-thousandth), obtained by: 
  

	 	(a)	multiplying: 

  

	 	(i)	the number of such Common Shares which would have been issuable upon the exercise of a Right immediately prior to this adjustment; by 


 

	 	(ii)	the relevant Exercise Price in effect immediately prior to such adjustment of the relevant Exercise Price; and 


 

	 	(b)	dividing the product so obtained by the relevant Exercise Price in effect immediately after such adjustment of the relevant Exercise Price. 


  
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 (10) The Corporation may elect on or after the date of any adjustment of an Exercise Price to adjust the
number of Rights, in lieu of any adjustment in the number of Common Shares purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of Common Shares for
which such a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by
dividing the relevant Exercise Price in effect immediately prior to adjustment of the relevant Exercise Price by the relevant Exercise Price in effect immediately after adjustment of the relevant Exercise Price. The Corporation shall make a public
announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the relevant Exercise Price is
adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights
pursuant to this Section 2.3(10), the Corporation shall, as promptly as is practicable, cause to be distributed to holders of record of Rights Certificates on such record date, Rights Certificates evidencing, subject to Section 5.6, the
additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Corporation, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held
by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Corporation, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates to be
so distributed shall be issued, executed and countersigned in the manner provided for herein and may bear, at the option of the Corporation, the relevant adjusted Exercise Price and shall be registered in the names of holders of record of Rights
Certificates on the record date specified in the public announcement. 
 (11) Each Right originally issued by the Corporation subsequent to any
adjustment made to the Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of Common Shares purchasable from time to time hereunder upon exercise of a Right immediately prior to such issue, all
subject to further adjustment as provided herein. 
 (12) If as a result of an adjustment made pursuant to this Section 2.3 or an
authorization made pursuant to Section 3.2, the holder of any Right thereafter exercised (in the case of Section 2.3) or surrendered (in the case of Section 3.2) shall become entitled to receive any securities other than Common
Shares, thereafter the number of such other securities so receivable upon exercise of any Right and the applicable Exercise Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as is
practicable to the provisions with respect to the Common Shares contained in this Section 2.3, and the provisions of this Agreement with respect to the Common Shares shall apply on like terms to any such other securities. 

(13) Irrespective of any adjustment or change in the Exercise Price or the number of Common Shares issuable upon the exercise of the Rights, the Rights
Certificate theretofore and thereafter issued may continue to express the Exercise Price per Common Share and the number of Common Shares which were expressed in the initial Rights Certificates issued hereunder. 

(14) In any case in which this Section 2.3 shall require that an adjustment in the Exercise Price be made effective as of a record date for a
specified event, the Corporation may elect to defer 

  
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until the occurrence of such event the issuance to the Holder of any Right exercised after such record date of the number of Common Shares and other securities of the Corporation, if any,
issuable upon such exercise over and above the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; provided, however, that the
Corporation shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder’s right to receive such additional Common Shares (fractional or otherwise) or other securities upon the occurrence of the event requiring
such adjustment. 
 (15) Notwithstanding anything in this Section 2.3 to the contrary, the Corporation shall be entitled to make such
reductions in the Exercise Price, in addition to those adjustments expressly required by this Section 2.3, as and to the extent that in its good faith judgment the Board of Directors shall determine to be advisable in order that any:
(i) consolidation or subdivision of Common Shares; (ii) issuance wholly for cash of any Common Share or Convertible Securities; (iii) stock dividends; or (iv) issuance of rights, options or warrants referred to in this
Section 2.3, hereafter made by the Corporation to holders of its Common Shares, shall not be taxable to such shareholders. 
 (16) The
Corporation covenants and agrees that, after the Separation Time, it will not, except as permitted by Sections 5.1, 5.2 and 5.5, take (or permit any Subsidiary of the Corporation to take) any action if at the time such action is taken it is
reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights. 

(17) Whenever an adjustment to the Exercise Price or a change in the securities purchasable upon exercise of the Rights is made at any time after the
Separation Time pursuant to this Section 2.3, the Corporation shall promptly: 
  

	 	(a)	file with the Rights Agent and with the transfer agent for the Common Shares a certificate specifying the particulars of such adjustment or change; and


  

	 	(b)	give, or cause the Rights Agent to give, notice of the particulars of such adjustment or change to Holders of the Rights who request a copy; 


provided that failure to file such certificate or cause such notice to be given as aforesaid, or any defect therein, shall not affect the validity of any
such adjustment or change. 
 Section 2.4 Date on Which Exercise is Effective 

Each Person in whose name any certificate for Common Shares is issued upon the exercise of Rights shall for all purposes be deemed to have
become the holder of record of the Common Shares represented thereby on, and such certificate shall be dated the date upon which the Rights Certificate evidencing such Rights was duly surrendered (together with a duly completed Election to Exercise)
and payment of the Exercise Price for such Rights (and any applicable transfer taxes and other governmental charges payable by the exercising Holder hereunder) was made; provided, however, that if the date of such surrender and payment is a date
upon which the Common Share transfer books of the Corporation are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Share
transfer books of the Corporation are open. 

  
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 Section 2.5 Execution, Authentication, Delivery and Dating of Right Certificates 

(1) The Rights Certificates shall be executed on behalf of the Corporation by any two of its officers or directors, provided that at the time of such
execution none of such officer or director, any Affiliate or Associate of such officer or director or any person with whom such officer or director or any such Affiliate or Associate is acting jointly or in concert has commenced or publicly
announced an intention to commence a Take-over Bid. The signature of any officers or directors on the Rights Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time
the proper officers or directors of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates. 

(2) Promptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights Agent in writing of such Separation Time and
will deliver Rights Certificates executed by the Corporation, together with disclosure statements describing the Rights, to the Rights Agent for countersignature, and the Rights Agent shall countersign (manually or by facsimile signature in a manner
satisfactory to the Corporation) and send such Rights Certificates and disclosure statements to the Holders of the Rights pursuant to Section 2.2(3) hereof. No Rights Certificate shall be valid for any purpose until countersigned by the Rights
Agent as aforesaid. 
 (3) Each Rights Certificate shall be dated the date of countersignature thereof. 

Section 2.6 Registration, Registration of Transfer and Exchange 
 (1) After the Separation Time, the Corporation will cause to be kept a register (the “Rights Register”) in which, subject to such reasonable regulations as it may prescribe, the
Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed “Rights Registrar” for the purpose of maintaining the Rights Register for the Corporation and registering Rights and
transfers of Rights as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times. 

(2) After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and
subject to the provisions of Section 2.6(4) and the other provisions of this Agreement, the Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the Holder or the designated transferee or transferees as
required pursuant to the Holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificates so surrendered. 
 (3) All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be valid obligations of the Corporation, and such Rights shall be entitled to the same benefits under this
Agreement as the Rights surrendered upon such registration of transfer or exchange. 

  
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 (4) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the Corporation or the Rights Agent, as the case may be, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. As a condition to the
issuance of any new Rights Certificate under this Section 2.6, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Rights Agent) connected therewith. 
 (5) The Corporation shall not be required to register the transfer or
exchange of any Rights after the Rights have been terminated pursuant to the provisions of this Agreement. 
 Section 2.7 Mutilated,
Destroyed, Lost and Stolen Rights Certificates 
 (1) If any mutilated Rights Certificate is surrendered to the Rights Agent prior to the
Expiration Time, the Corporation shall execute and the Rights Agent shall countersign and deliver in exchange therefor a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so surrendered. 

(2) If there shall be delivered to the Corporation and the Rights Agent prior to the Expiration Time (i) evidence to their reasonable satisfaction
of the destruction, loss or theft of any Rights Certificate and (ii) such security or indemnity as may be required by each of them in their sole discretion to save each of them and any of their agents harmless, then, in the absence of notice to
the Corporation or the Rights Agent that such Rights Certificate has been acquired by a bona fide purchaser, the Corporation shall execute and upon its request the Rights Agent shall countersign and deliver, in lieu of any such destroyed, lost or
stolen Rights Certificate, a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so destroyed, lost or stolen. 
 (3) As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. 
 (4)
Every new Rights Certificate issued pursuant to this Section 2.7 in lieu of any destroyed, lost or stolen Rights Certificate shall evidence a contractual obligation of the Corporation, whether or not the destroyed, lost or stolen Rights
Certificate shall be at any time enforceable by anyone, and shall entitle the Holder of the Rights to all the benefits of this Agreement equally and proportionately with any and all other Rights duly issued by the Corporation hereunder. 

Section 2.8 Persons Deemed Owners 
 Prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent
of the Corporation or the Rights Agent may deem and treat the Person in whose name a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby for all purposes whatsoever. 

  
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 Section 2.9 Delivery and Cancellation of Certificates 

All Rights Certificates surrendered upon exercise or for redemption or for registration of transfer or exchange shall, if surrendered to
any Person other than the Rights Agent, be delivered to the Rights Agent and, in any case, shall be promptly cancelled by the Rights Agent. The Corporation may at any time deliver to the Rights Agent for cancellation any Rights Certificates
previously countersigned and delivered hereunder which the Corporation may have acquired in any manner whatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the Rights Agent. No Rights Certificate shall be countersigned
in lieu of or in exchange for any Rights Certificates cancelled as provided in this Section 2.9, except as expressly permitted by this Agreement. The Rights Agent shall destroy all cancelled Rights Certificates and deliver a certificate of
destruction to the Corporation on request by the Corporation. 
 Section 2.10 Agreement of Rights Holders 

Every Holder of Rights, by accepting such Rights, becomes a party to this Agreement and for greater certainty is bound by the provisions
herein and consents and agrees with the Corporation and the Rights Agent and with every other Holder of Rights that: 
  

	 	(a)	such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all
Rights held; 

  

	 	(b)	prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Common Share certificate
representing such Right; 

  

	 	(c)	after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; 


 

	 	(d)	prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer or exchange,
the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as
the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights
Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary; 

  

	 	(e)	such holder is not entitled and has waived his right to receive any fractional Rights or any fractional Common Shares upon exercise of a Right (except as provided
herein); and 


  
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	 	(f)	notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights Agent shall have any liability to any Holder of a Right or any other
Person as a result of its inability to perform any of its obligations under this Agreement by reason of a preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental,
regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.


 Section 2.11 Rights Certificate Holder not Deemed a Shareholder 

No Holder, as such, of any Rights or Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose
whatsoever to be the holder of any Common Share or any other share or security of the Corporation which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate
be construed or deemed to confer upon the Holder of any Right or Rights Certificate, as such, any of the rights, title, benefits or privileges of a holder of Common Shares or any other shares or securities or assets of the Corporation or any right
to vote at any meeting of shareholders of the Corporation whether for the election of directors or otherwise or upon any matter submitted to holders of shares of the Corporation at any meeting thereof, or to give or withhold consent to any action of
the Corporation, or to receive notice of any meeting or other action affecting any holder of Common Shares or any other shares or securities or assets of the Corporation except as expressly provided herein, or to receive dividends, distributions or
subscription rights, or otherwise, until such Rights shall have been duly exercised in accordance with the terms and provisions hereof. 
 ARTICLE 3 – ADJUSTMENTS TO THE RIGHTS ON FLIP-IN EVENT 
 Section 3.1
Flip-in Event 
 (1) Subject to Section 3.1(2) and Section 5.2, in the event that prior to the Expiration Time a Flip-in Event
shall occur, each Right shall constitute, effective from and after the later of its date of issue and at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise
thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise
Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3, without duplication, in the event that after such date of consummation or occurrence, an event of a type analogous to
any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). 
 (2) Notwithstanding anything in this
Agreement to the contrary, upon the occurrence of a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: 

 

	 	(a)	an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or
Associate of an Acquiring Person); or 


  
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	 	(b)	a transferee or other successor in title, direct or indirect, of Rights held by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person
acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person), whether or not for consideration, in a transfer that the Board of Directors acting in good faith has determined is part of a plan,
arrangement, understanding or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person), that has the
purpose or effect of avoiding Section 3.1(2)(a), 

 shall become null and void without any further action, and any Holder of
such Rights (including transferees or other successors in title) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such
Rights, whether under any provision of this Agreement or otherwise. The Holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain
the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this Section 3.1(2) shall be deemed to be an Acquiring Person for the purposes of this Section 3.1(2) and such Rights shall
be null and void. 
 (3) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within
its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the CBCA, the U.S. Exchange Act, the U.S. Securities
Act, the Securities Act (Ontario) and the securities laws or comparable legislation of each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. 

(4) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either Sections 3.1(2)(a) or (b) or transferred to any
nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: 

The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an
Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the
circumstances specified in Subsection 3.1(2) of the Rights Agreement. 
 provided, however, that the Rights Agent shall not be under any
responsibility to ascertain the existence of facts that would require the imposition of such legend but shall impose such legend only if instructed to do so by the Corporation in writing or if a Holder fails to certify upon transfer or exchange in
the space provided on the Rights Certificate that such Holder is not a Person described in such legend. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(4) shall be of no effect on the provisions of
Section 3.1(2). 

  
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 Section 3.2 Exchange Option 
 (1) The Board of Directors may, at its sole option and without seeking the approval of holders of Voting Shares or Rights but with the prior written consent of any stock exchange on which the Common
Shares are then listed if required by such exchange, at any time after a Flip-in Event has occurred, authorize the Corporation to issue or deliver in respect of each Right which is not void pursuant to Section 3.1(2), either: (i) in return
for the applicable Exercise Price and the Right, debt, equity or other securities or assets (or a combination thereof) having a value equal to twice the applicable Exercise Price; or (ii) in return for the Right, subject to any amounts that may
be required to be paid under applicable law, debt, equity or other securities or assets (or a combination thereof) having a value equal to the value of the Right, in full and final settlement of all rights attaching to the Rights, where in either
case the value of such debt, equity or other securities or other assets (or a combination thereof) and, in the case of Clause (ii), the value of the Right, shall be determined by the Board of Directors which may rely upon the advice of a nationally
or internationally recognized firm of investment dealers or investment bankers selected by the Board of Directors. 
 (2) If the Board of
Directors authorizes the exchange of debt or equity securities or assets (or a combination thereof) for Rights pursuant to Section 3.2(1), without any further action or notice, the right to exercise the Rights will terminate and the only right
thereafter of a holder of Rights shall be to receive the debt or equity securities or assets (or a combination thereof) in accordance with the exchange formula authorized by the Board of Directors. Within 10 Business Days after the Board of
Directors has authorized the exchange of debt or equity securities or assets (or a combination thereof) for Rights pursuant to Section 3.2(1), the Corporation shall give notice of exchange to the holders of such Rights by mailing such notice to
all such holders at their last addresses as they appear upon the register of Rights holders maintained by the Rights Agent. Each such notice of exchange will state the method by which the exchange of debt or equity securities or assets (or a
combination thereof) for Rights will be effected. 
 ARTICLE 4 

THE RIGHTS AGENT 

Section 4.1 General 
 (1) The
Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the Holders in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint
one or more co-rights agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the prior written approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective
duties of the Rights Agent and Co-Rights Agents shall be as the Corporation may determine with the written approval of the Rights Agent and the Co-Rights Agents. The Corporation agrees to pay to the Rights Agent reasonable compensation for all
services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance
of its duties hereunder (including the reasonable fees and disbursements of any expert or advisor retained by the Rights Agent with the prior approval of the Corporation). The Corporation also agrees to indemnify the Rights Agent and its directors,
officers, employees and agents for, and to hold them harmless against, 

  
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any loss, liability, cost, claim, action, damage, suit or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, its officers, directors, employees
and agents, for anything done, suffered or omitted by the Rights Agent in connection with the acceptance, execution and administration of this Agreement and the exercise and performance of its duties hereunder, including the costs and expenses of
defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. In the event of any disagreement arising regarding the terms of this
Agreement, the Rights Agent shall be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by written agreement between the parties to this Agreement or by a court of competent
jurisdiction. 
 (2) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted
by it in connection with its administration of this Agreement in reliance upon any certificate for Common Shares or any Rights Certificate or certificate for other securities of the Corporation, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged by the proper Person or
Persons. 
 (3) The Corporation will inform the Rights Agent in a reasonably timely manner of events which may materially affect the
administration of this Agreement by the Rights Agent, and at any time, upon request, shall provide to the Rights Agent an incumbency certificate with respect to the then current directors and officers of the Corporation, provided that failure to
inform the Rights Agent of any such events, or any defect therein, shall not affect the validity of any action taken hereunder in relation to such events. 
 Section 4.2 Merger or Amalgamation or Change of Name of Rights Agent 
 (1) Any
corporation into which the Rights Agent or any successor Rights Agent may be merged or amalgamated or with which it may be consolidated, or any corporation resulting from any merger, amalgamation, statutory arrangement or consolidation to which the
Rights Agent or any successor Rights Agent is a party, or any corporation succeeding to the shareholder or stockholder services business of the Rights Agent or any successor Rights Agent, will be the successor to the Rights Agent under this
Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 4.4
hereof. In case at the time such successor Rights Agent succeeds to the agency created by this Agreement any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the
predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the
name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement. 

(2) In case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates shall have been countersigned but not
delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in 

  
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case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and
in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement. 

Section 4.3 Duties of Rights Agent 
 The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Corporation and the Holders of Rights Certificates, by their
acceptance thereof, shall be bound: 
 (1) The Rights Agent may retain and consult with legal counsel (who may be legal counsel for the
Corporation) and the opinion of such counsel will be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion; the Rights Agent may also, with the
approval of the Corporation (where such approval may reasonably be obtained and such approval not to be unreasonably withheld), retain and consult with such other experts or advisors as the Rights Agent shall consider necessary or appropriate to
properly carry out the duties and obligations imposed under this Agreement (at the Corporation’s expense) and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert or advisor. 

(2) Whenever in the performance of its duties under this Agreement the Rights Agent deems it necessary or desirable that any fact or matter be proved or
established by the Corporation prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a
certificate signed by a person believed by the Rights Agent to be an officer or a director of the Corporation and delivered to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken or suffered in
good faith by it under the provisions of this Agreement in reliance upon such certificate. 
 (3) The Rights Agent will be liable hereunder only
for its own negligence, bad faith or wilful misconduct. 
 (4) The Rights Agent will not be liable for or by reason of any of the statements of
fact or recitals contained in this Agreement or in the certificates for Common Shares or the Rights Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and will be deemed to
have been made by the Corporation only. 
 (5) The Rights Agent will not be under any responsibility in respect of the validity of this
Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Common Share certificate or Rights Certificate (except its
countersignature thereof); nor will it be responsible for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the
Rights (including the Rights becoming void pursuant to Section 3.1(2) hereof) or any adjustment required under the provisions of Section 2.3 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights after 

  
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receipt of the certificate contemplated by Section 2.3 hereof describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or warranty as to the
authorization of any Common Shares to be issued pursuant to this Agreement or any Rights or as to whether any Common Shares will, when issued, be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.

 (6) The Corporation agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement. 

(7) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any person
believed by the Rights Agent to be an officer or a director of the Corporation, and to apply to such persons for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in
accordance with instructions of any such person. All such instruction shall, except where circumstances make it impracticable or the Rights Agent otherwise agrees, be given in writing and, where not in writing, such instructions will be confirmed in
writing as soon as is reasonably practicable after the giving of such instructions. 
 (8) The Rights Agent and any shareholder or stockholder,
director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of the Corporation or become pecuniarily interested in any transaction in which the Corporation may be interested, or contract with
or lend money to the Corporation or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation or for any other
Person. 
 (9) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation resulting from any such act,
default, neglect or misconduct, provided reasonable care was exercised in good faith in the selection and continued employment thereof. 

Section 4.4 Change of Rights Agent 
 The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice (or such lesser notice as is acceptable to the Corporation) in writing delivered or mailed to
the Corporation and to the transfer agent of Common Shares by registered or certified mail, and to the Holders of the Rights in accordance with Section 5.8 at the Corporation’s expense. The Corporation may remove the Rights Agent upon 30
days’ notice in writing, mailed to the Rights Agent and to the transfer agent of the Common Shares by registered or certified mail, and to the Holders in accordance with Section 5.8. If the Rights Agent should resign or be removed or
otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent or by the Holder of any Rights (which Holder shall, with such notice, submit such Holder’s Rights Certificate for inspection by the


  
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Corporation), then the outgoing Rights Agent or a Holder of any Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent at the Corporation’s
expense. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in each of the
provinces and territories of Canada. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent, upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses, owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement, shall deliver and transfer to the
successor Rights Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Corporation will
file notice thereof in writing with the predecessor Rights Agent and the transfer agent of the Common Shares, and mail or cause to be mailed a notice thereof in writing to the Holders. Failure to give any notice provided for in this
Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. 

Section 4.5 Compliance with Money Laundering Legislation 
 The Rights 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 Rights Agent reasonably determines
that such an act would reasonably be expected to cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, provided that the Rights Agent promptly notifies the Corporation of
such determination together with the reasons therefor in accordance with Section 5.8. Further, should the Rights Agent 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 it shall have the right to resign on 10 days’ written notice to the Corporation, provided: (i) that the Rights Agent’s written notice shall
describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Rights Agent’s satisfaction, acting reasonably, within such 10-day period, then such resignation shall not be effective.

 Section 4.6 Privacy Provision 
 The parties acknowledge that federal and/or provincial legislation that addresses the protection of individual’s personal information (collectively, “Privacy Laws”) applies to
obligations and activities under this Agreement. Despite any other provision of this Agreement, neither party will take or direct any action in connection with this Agreement that would contravene, or cause the other to contravene, applicable
Privacy Laws. The Corporation will, prior to transferring or causing to be transferred personal information to the Rights Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal
information, or will have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Rights Agent will use commercially reasonable efforts to ensure that its
services hereunder comply with Privacy Laws. 

  
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 ARTICLE 5 – MISCELLANEOUS 

Section 5.1 Redemption of Rights 

(1) Redemption of Holders of Voting Shares. Until the occurrence of a Flip-in Event as to which the application of Section 3.1 has not been
waived pursuant to Section 5.2, the Board of Directors may elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.00001 per Right, rounded down to the nearest whole cent for each Holder of Rights
and appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if an event of a type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein
referred to as the “Redemption Price”). 
 (2) Deemed Redemption. The Board of Directors shall, without further
formality, be deemed to have elected to redeem the Rights at the Redemption Price on the date that a Person who has made a Permitted Bid, a Competing Permitted Bid or a Take-over Bid in respect of which the Separation Time has occurred and the Board
of Directors has waived the application of Section 3.1, takes up and pays for Voting Shares pursuant to the terms and conditions of such Permitted Bid, Competing Permitted Bid or Take-over Bid, as the case may be. 

(3) Redemption on Withdrawal or Termination of Bid. Where a Take-over Bid that is not a Permitted Bid or Competing Permitted Bid expires, is
withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. 

(4) Effect of Redemption. If the Board of Directors elects or is deemed to have elected to redeem the Rights, (i) the right to exercise the
Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price, and (ii) subject to Section 5.1(6) no further Rights shall be
issued. 
 (5) Notice of Redemption. Within ten Business Days after the Board of Directors elects or is deemed to have elected to redeem
the Rights, the Corporation shall give notice of redemption to the Holders of the then outstanding Rights by mailing such notice to each such Holder at its last address as it appears upon the Rights Register or, prior to the Separation Time, on the
share register maintained by the Corporation’s transfer agent or transfer agents for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed to have been given, whether or not the Holder receives the notice.
Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. The Corporation may not redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth
in this Section 5.1, except in connection with the purchase of Common Shares prior to the Separation Time. 
 (6) Reissuance of
Rights. Upon the Rights being redeemed pursuant to this Section 5.1, Rights may be reissued under this Agreement to holders of record of Common Shares immediately following such redemption, and thereafter, all the provisions of this
Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder
and for all purposes of this Agreement, 

  
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the Separation Time shall be deemed not to have occurred and such reissued Rights shall, without any further formality, be attached to the outstanding Common Shares in the same manner as prior to
the occurrence of such Separation Time. 
 Section 5.2 Waiver of Flip-In Event 

(1) In accordance with the remainder of this Section 5.2, the Board of Directors may waive the application of Section 3.1 to a Flip-in Event.

 (2) The Board of Directors may waive the application of Section 3.1 to a Flip-in Event provided that the following conditions are
satisfied: 
  

	 	(a)	the Board of Directors has determined that the Acquiring Person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it
would become, an Acquiring Person; and 

  

	 	(b)	such Acquiring Person has reduced its Beneficial Ownership of Voting Shares such that at the time of the granting of the waiver pursuant to this Section 5.2(2), it
is no longer an Acquiring Person; 

 and, in the event of any such waiver, for the purposes of this Agreement, such Flip-in Event
shall be deemed not to have occurred and the Separation Time shall be deemed not to have occurred as a result of such Person having inadvertently become an Acquiring Person. Written notice of any such waiver shall be given to the Rights Agent as
soon as is reasonably practicable. 
 (3) Upon written notice to the Rights Agent, the Board of Directors may determine, if a Flip-in Event has
occurred or would occur by reason of an acquisition of Voting Shares otherwise than in the circumstances set forth in Sections 5.2(2) or 5.2(4), to waive the application of Section 3.1 to such Flip-in Event (whether prior to or after the
occurrence of such Flip-in Event), and, in the event of any such waiver, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred and the Separation Time shall be deemed not to have occurred. 

(4) Upon written notice to the Rights Agent, the Board of Directors may determine to waive the application of Section 3.1 to any Flip-in Event
(whether prior to or after the occurrence of such Flip-in Event) provided that the Flip-in Event has occurred or would occur by reason of an acquisition of Voting Shares pursuant to a Take-over Bid made by means of a take-over bid circular to all
holders of record of Voting Shares, other than the Offeror and its Affiliates and Associates, for all Voting Shares held by them. If the Board of Directors waives the application of Section 3.1 to such Flip-in Event, the Board of Directors
shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-Over Bid made by any other offeror by means of a take-over bid circular to all holders of record of Voting Shares, other
than the applicable offeror and its Affiliates and Associates, for all Voting Shares held by them prior to the expiry, termination or withdrawal of any Take-Over Bid in respect of which a waiver is, or is deemed to have been, granted under this
Section 5.2(4). In the event of such waiver, for the purposes of this Agreement, the applicable Flip-in Events shall be deemed not to have occurred and the applicable Separation Times shall be deemed not to have occurred. 

  
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 Section 5.3 Expiration 
 No Person shall have any rights whatsoever pursuant to or arising out of this Agreement or in respect of any Right after the Expiration Time, except the Rights Agent as specified in Section 4.1(1)
hereof. 
 Section 5.4 Issuance of New Rights Certificates 
 Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Corporation may, at its option, issue new Rights Certificates evidencing Rights in such form as may be
approved by the Board of Directors to reflect any adjustment or change in the number or kind or class of shares purchasable upon exercise of Rights made in accordance with the provisions of this Agreement. 

Section 5.5 Supplements and Amendments 
 (1) The Corporation may from time to time prior to or after the Separation Time supplement or amend this Agreement without the approval of any Holder or holder of Voting Shares in order to correct any
clerical or typographical error or to maintain the validity and effectiveness of this Agreement as a result of any change in applicable laws, rules or regulatory requirements. The Corporation may, prior to the date of the shareholders meeting
referred to in Section 5.18, acting in good faith, amend, vary or rescind any of the provisions of this Agreement without the approval of any Holder or holder of Voting Shares. Notwithstanding anything in this Section 5.5 to the contrary,
no such amendment, variation or rescission shall be made to the provisions of Article 4 except with the written concurrence of the Rights Agent to such amendment, variation or rescission. 

(2) Subject to Section 5.5(1), the Corporation may, with the prior consent of the holders of Voting Shares obtained as set forth below, at any time
prior to the Separation Time and before the Expiration Time, amend, vary or rescind any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interest of the Holders generally), in order
to effect any amendments, variations or rescissions of any of the provisions of this Agreement which the Board of Directors considers necessary or desirable. 
 (3) Any amendments made by the Corporation to this Agreement pursuant to Section 5.5(1) which are required to maintain the validity and effectiveness of this Agreement as a result of any change in
any applicable laws, rules or regulatory requirements shall: 
  

	 	(a)	if made before the Separation Time, be submitted to the holders of Voting Shares at the next meeting of holders of Voting Shares and the holders of Voting Shares may,
voting as set forth below, confirm or reject such amendment; and 

  

	 	(b)	if made after the Separation Time, be submitted to the Holders (voting as set forth below) for confirmation or rejection, 


provided that any such amendment shall, unless the Board of Directors otherwise stipulates, be effective from the date of the resolution of the Board of
Directors adopting such amendment, until it is confirmed or rejected or until it ceases to be effective (as described in the next sentence) and, where such amendment is confirmed, it shall continue in effect in the form so


  
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confirmed. If such amendment is rejected by the holders of Voting Shares or the Holders or is not submitted to the holders of Voting Shares or Holders as required, then such amendment shall cease
to be effective from and after the termination of the meeting at which it was rejected or to which it should have been but was not submitted or if such a meeting of the Holders is not called within 90 days, at the end of such period, and no
subsequent resolution of the Board of Directors to amend this Agreement to substantially the same effect shall be effective until confirmed by the holders of Voting Shares or Holders as the case may be. 

(4) Except for the approval required pursuant to Section 5.18, any approval of the holders of Voting Shares required under this Agreement shall be
deemed to have been given if the action requiring such approval is approved by (i) a majority of the votes cast in respect thereof by Independent Shareholders present or represented in person or by proxy and entitled to vote at a meeting of
such holders duly held in accordance with applicable laws and the by-laws of the Corporation or (ii) a written instrument signed by holders of over 50% of the outstanding Voting Shares that are held by Independent Shareholders. 

(5) Any approval of the Holders required under this Agreement shall be deemed to have been given if the action requiring such approval is approved by
(i) a majority of the votes cast in respect thereof by Holders present or represented in person or by proxy and entitled vote at a meeting such holders (for which purposes each outstanding Right (other than Rights which are void pursuant to the
provisions hereof) shall be entitled to one vote, and the procedures for the calling, holding and conduct of the meeting shall be those, as nearly as may be, which are provided in the Corporation’s by- laws, the CBCA and any other applicable
law, rule or regulation with respect to meetings of shareholders of the Corporation), or (ii) a written instrument signed by holders of over 50% of the outstanding Rights (other than Rights which are void pursuant to the provisions hereof).

 Section 5.6 Fractional Rights and Fractional Shares 
 (1) The Corporation shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. After the Separation Time, in lieu of issuing fractional
Rights, the Corporation shall, subject to Section 3.1(2), deliver Rights Certificates representing the number of Rights to which each Holder is entitled, rounded down to the nearest whole Right and shall not be required to deliver any
certificate or cash in lieu thereof in respect of any fractions of Rights. 
 (2) Share Certificates for Common Shares shall only be issued upon
written request to the Corporation and the Corporation shall not be required in any circumstances to issue fractional Common Shares upon exercise of the Rights or to distribute certificates which evidence fractional Common Shares. In lieu of issuing
fractional Common Shares, the Corporation shall pay to the registered Holders of Rights Certificates at the time such Rights are exercised as herein provided, an amount in cash equal to the same fraction of the Market Price of one Common Share.

 (3) The Rights Agent shall have no obligation to make any payments in lieu of issuing fractions of Rights or Common Shares pursuant to
Section 5.6(1) or 5.6(2), respectively, unless and until the Corporation shall have provided to the Rights Agent the amount of cash to be paid in lieu of issuing such fractional Rights or Common Shares, as the case may be. 

  
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 Section 5.7 Rights of Action 

Subject to the terms of this Agreement, all rights of action in respect of this Agreement, other than rights of action vested solely in
the Rights Agent, are vested in the respective registered Holders of the Rights; and any registered Holder of any Rights, without the consent of the Rights Agent or of the registered Holder of any other Rights, may, on such Holder’s own behalf
and for such Holder’s own benefit and the benefit of other Holders of Rights enforce, and may institute and maintain any suit, action or proceeding against the Corporation to enforce, or otherwise act in respect of, such Holder’s right to
exercise such Holder’s Rights in the manner provided in such Holder’s Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the Holders of Rights, it is specifically acknowledged that the
Holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of the obligations of
any Person subject to, this Agreement. 
 Section 5.8 Notices 
 (1) Notices or demands authorized or required by this Agreement to be given or made by the Rights Agent or by the Holder of any Rights to or on the Corporation shall be sufficiently given or made if
delivered or sent by first class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent), or sent by facsimile or other form of recorded electronic communication, charges prepaid and confirmed in writing,
as follows: 
 Crystallex International Corporation 
 18 King Street East, Suite 1210 
 Toronto, ON M5C 1C4 

Attention: Chairman 
 Facsimile: (416) 203-0099 
 (2) Any notice or demand authorized or required by this Agreement
to be given or made by the Corporation or by a Holder of Rights to or on the Rights Agent shall be sufficiently given or made if delivered or sent by first class mail, postage prepaid, addressed (until another address is filed in writing with the
Corporation), or sent by facsimile or other form of recorded electronic communication, charges prepaid and confirmed in writing, as follows: 
 CIBC Mellon Trust Company 
 c/o Canadian Stock Transfer Company Inc. 

320 Bay Street, 3rd Floor 
 Toronto, ON M5H 4A6 
  

			
	Attention:	  	Manager, Client Services
	Facsimile:	  	1-877-715-0494

 (3) Notices or demands authorized or required by this Agreement to be given or made by the Corporation or the Rights
Agent to or on any Holder of Rights shall be sufficiently given or made if delivered or sent by first class mail, postage prepaid, addressed to such Holder at the 

  
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address of such Holder as it appears upon the Rights Register or, prior to the Separation Time, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in
the manner herein provided shall be deemed given, whether or not the Holder receives the notice. 
 (4) Any notice given or made in accordance
with this Section 5.8 shall be deemed to have been given and to have been received on the day of delivery, if so delivered; on the third Business Day (excluding each day during which there exists any general interruption of postal service due
to strike, lockout or other cause) following the mailing thereof, if so mailed; and on the day of telegraphing, telecopying or sending of the same by other means of recorded electronic communication (provided such sending is during the normal
business hours of the addressee on a Business Day and if not, on the first Business Day thereafter). Each of the Corporation and the Rights Agent may from time to time change its address for notice by notice to the other given in the manner
aforesaid. 
 (5) Notices or demands authorized or required by this Agreement to be given or made shall not be delivered or sent by mail during
any period in which Canadian postal workers are on strike or if such strike is imminent and may reasonably be anticipated to affect the normal delivery of mail. In such circumstances, notices or demands authorized or required by this Agreement
to be given or made pursuant to Section 5.8(3) shall be made by advertisement or such other alternative mechanism and in such manner as determined by the Board of Directors, and the Board of Directors shall provide written notice to the Rights
Agent of such notice mechanism as soon as practicable following the date such postal strike commences or is considered by the Board of Directors to be imminent. 
 Section 5.9 Costs of Enforcement 
 The Corporation agrees that if the
Corporation or any other Person the securities of which are purchasable upon exercise of Rights fails to fulfil any of its obligations pursuant to this Agreement, then the Corporation or such Person will reimburse the Holder of any Rights for the
costs and expenses (including reasonable legal fees) incurred by such Holder in actions to enforce his rights pursuant to any Rights or this Agreement. 
 Section 5.10 Benefits of this Agreement 
 Nothing in this Agreement
shall be construed to give to any Person other than the Corporation, the Rights Agent and the Holders of the Rights any legal or equitable right, remedy or claim under this Agreement; and this Agreement shall be for the sole and exclusive benefit of
the Corporation, the Rights Agent and the Holders of the Rights. 
 Section 5.11 Governing Law 

This Agreement and each Right issued hereunder shall be deemed to be a contract made under the laws of the Province of Ontario and for all
purposes shall be governed by and construed in accordance with the laws of such province applicable to contracts to be made and performed entirely within such province. 

  
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 Section 5.12 Language 
 Les parties aux présentes ont exigées que la présente convention ainsi que tous les documents et avis qui s’y rattachent et/ou qui en découleront soient
rédigés en langue anglaise. The parties hereto have required that this Agreement and all documents and notices related thereto and/or resulting therefrom be drawn up in the English language. 

Section 5.13 Severability 
 If any Section, Clause, Subclause, term or provision hereof or the application thereof to any circumstance or any right hereunder shall, in any jurisdiction and to any extent, be invalid or unenforceable,
such Section, Clause, Subclause, term or provision or such right shall be ineffective only as to such jurisdiction and to the extent of such invalidity or unenforceability in such jurisdiction without invalidating or rendering unenforceable or
ineffective the remaining Sections, Clauses, Subclauses, terms and provisions hereof or rights hereunder in such jurisdiction or the application of such Section, Subsection, Clause, Subclause, term or provision or rights hereunder in any other
jurisdiction or to circumstances other than those as to which it is specifically held invalid or unenforceable. 
 Section 5.14
Determinations and Actions by the Board of Directors 
 All actions, calculations and determinations (including all omissions
with respect to the foregoing) which are done or made by the Board of Directors, in good faith, for the purposes of this Agreement shall not subject the Board of Directors or any director of the Corporation to any liability to the Holders or the
holders of Voting Shares. 
 Section 5.15 Rights of Board of Directors and the Corporation 

Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of
Directors shall not be entitled to recommend that holders of Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the
submission of additional or alternative Take-over Bids or other proposals to the holders of the Voting Shares with respect to any Take-over Bid or otherwise) that the Board of Directors believes is necessary or appropriate in the exercise of its
fiduciary duties. 
 Section 5.16 Regulatory Approvals 
 Any obligation of the Corporation or action or event contemplated by this Agreement shall be subject to the receipt of any requisite approval or consent from any governmental or regulatory authority.

 Section 5.17 Declaration as to Foreign Holders 
 If, in the opinion of the Board of Directors (who may rely upon the advice of counsel), any action or event contemplated by this Agreement would require compliance by the Corporation with the securities
laws or comparable legislation of a jurisdiction outside Canada and the United States of America, the Board of Directors acting in good faith may take such actions as it may deem appropriate to ensure compliance. In no event shall the Corporation or
the 

  
 SHAREHOLDER
RIGHTS PLAN AGREEMENT 


  
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Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the
United States of America, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes. 
 Section 5.18 Effective Time 
 This Agreement is effective and in full
force and effect in accordance with its terms from and after the Record Time. At the first annual or special meeting of holders of Voting Shares of the Corporation following the date hereof, the Corporation shall request confirmation of this
Agreement by the holders of its Voting Shares. If this Agreement is not confirmed by a majority of the votes cast by holders of Voting Shares who vote in respect of confirmation of this Agreement at such meeting, then this Agreement and all
outstanding Rights shall terminate and be void and of no further force and effect on and from the close of business on the date of termination of such meeting. 
 Section 5.19 Termination Prior to Shareholder Approval 

Notwithstanding anything in this Agreement to the contrary, at any time before this Agreement is confirmed by the shareholders of the
Corporation in accordance with Section 5.18, the Board of Directors may in its absolute discretion terminate the Agreement by adopting a resolution to such effect and all outstanding Rights shall terminate and shall be void and of no further
force and effect from the date specified in such resolution. 
 Section 5.20 Time of the Essence 

Time shall be of the essence in this Agreement. 
 Section 5.21 Successors 
 All the covenants and provisions of this
Agreement by or for the benefit of the Corporation or the Rights Agent shall bind and enure to the benefit of their respective successors and assigns hereunder. 
 Section 5.22 Execution in Counterparts 
 This Agreement may be executed
in any number of counterparts; each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute one and the same instrument. 

  
 SHAREHOLDER
RIGHTS PLAN AGREEMENT 


  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written. 
  

			
	CRYSTALLEX INTERNATIONAL CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	CIBC MELLON TRUST COMPANY
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:



  
 SHAREHOLDER
RIGHTS PLAN AGREEMENT 


  
 - 44 -









 Exhibit A – Rights Certificate 

[FORM OF RIGHTS CERTIFICATE] 
 RIGHTS CERTIFICATE 
  

			
	Certificate No.	 	Rights

 THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE CORPORATION, ON THE TERMS SET FORTH IN THE
RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SECTION 3.1(2) OF THE RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON, OR TRANSFEREES OF AN ACQUIRING PERSON OR ITS ASSOCIATES OR AFFILIATES (AS SUCH TERMS ARE DEFINED
IN THE RIGHTS AGREEMENT) OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH ANY OF THEM, MAY BECOME VOID WITHOUT ANY FURTHER ACTION. 
 This certifies
that                                        , or
registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement dated as of the 16th
day of March, 2012, (the “Rights Agreement”) between CRYSTALLEX INTERNATIONAL CORPORATION, a corporation continued under the Canada Business Corporations Act, (the “Corporation”) and CIBC MELLON TRUST
COMPANY, a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the
Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such term is defined in the Rights Agreement), fully paid and non-assessable Common Share(s) of the Corporation (“Common Share”) at the
Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal office in the City of Toronto or as
otherwise designated by the Corporation from time to time. The Exercise Price is an amount equal to five times the Market Price (as such term is defined in the Rights Agreement) per Common Share, subject to adjustment in certain events as provided
in the Rights Agreement. 
 In certain circumstances described in the Rights Agreement, the number of Common Shares which each
Right entitles the registered holder thereof to purchase shall be adjusted as provided in the Rights Agreement. 
 This Rights
Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is
hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are on file at the registered
office of the Corporation and are available upon written request. 

  

					
		 	A - 1	 	SHAREHOLDER RIGHTS PLAN AGREEMENT









 This Rights Certificate, with or without other Rights Certificates, upon surrender at any of
the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder to purchase a like aggregate
number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another
Rights Certificate or Rights Certificates for the number of whole Rights not exercised. 
 Subject to the provisions of the
Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. 

No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof, a payment by
cheque will be made, as provided in the Rights Agreement. 
 No holder of this Rights Certificate, as such, shall be entitled to
vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the holder hereof, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to
give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends, distributions or subscription
rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. 

  

					
		 	A - 2	 	SHAREHOLDER RIGHTS PLAN AGREEMENT









 This Rights Certificate shall not be valid or obligatory for any purpose until it shall have
been countersigned by the Rights Agent. 
 WITNESS the facsimile signature of the proper officers of the Corporation.

  

					
	Date:	 	  
	 	

  

									
	CRYSTALLEX INTERNATIONAL CORPORATION
					
	By:	 	  
	 		 	By:	 	  

				
	Countersigned:	 		 		 	
				
	CIBC MELLON TRUST COMPANY	 		 		 	
					
	By:	 	  
	 		 		 	
		 	Authorized Signature	 		 		 	


  

					
		 	A - 3	 	SHAREHOLDER RIGHTS PLAN AGREEMENT









 (To be attached to each Rights Certificate) 

FORM OF ELECTION TO EXERCISE 
  

			
	TO:	  	CRYSTALLEX INTERNATIONAL CORPORATION
		
	AND TO:	  	CIBC MELLON TRUST COMPANY

 The undersigned hereby irrevocably elects to exercise
                     whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such
Rights and requests that certificates for such Common Shares be issued to: 
  

					
	  
 (Name)
	 		 	
			
	  
	 		 	
	(Address)	 		 	
			
	  
	 		 	
	(City and Province or State)	 		 	
			
	  
	 		 	
	(Social Insurance/ Social Security Number or other taxpayer identification number)

 If such number of Rights are not all the Rights evidenced by this Rights Certificate, a new Rights
Certificate for the balance of such Rights shall be registered in the name of and delivered to: 
  

					
	  
 (Name)
	 		 	
			
	  
	 		 	
	(Address)	 		 	
			
	  
	 		 	
	(City and Province or State)	 		 	
			
	  
	 		 	
	(Social Insurance/Social Security Number or other taxpayer identification number)

  

											
	Dated:	 	  
	  		 	Signature:	  	  

				
	Signature Guaranteed:	  		 		 	(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change
whatsoever)

 Signature must be guaranteed by a Schedule 1 Canadian chartered bank, a member of the Securities Transfer
Agent Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). 

  

					
		 	A - 4	 	SHAREHOLDER RIGHTS PLAN AGREEMENT









 CERTIFICATE 
 (To be completed if true) 
 The undersigned hereby represents, for the benefit of
all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any
Person acting jointly or in concert with any of the foregoing (all terms are used as defined in the Rights Agreement). 
  

			
	Signature:	 	  



 NOTICE 
 In the event the certification set forth in the Form of Election to Exercise is not completed, the Corporation will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an
Acquiring Person or an Affiliate or Associate thereof (all capitalized terms are used as defined in the Rights Agreement) and accordingly such Rights shall be null and void. 

  

					
		 	A - 5	 	SHAREHOLDER RIGHTS PLAN AGREEMENT









 FORM OF ASSIGNMENT 

(To be executed by the registered holder if such 
 holder desires to transfer the Rights Certificate) 
  

			
	FOR VALUE RECEIVED	 	  



 

			
	hereby sells, assigns and transfers unto	 	  

		 	(Please print name and address of transferee)

 the Rights represented by this Rights Certificate, together with all right, title and interest therein, and does hereby
irrevocably constitutes and
appoints                                       
                     , as attorney, to transfer the within Rights on the books of the Corporation, with full power of substitution.

  

									
	Dated:	 	  
	 		  	Signature:	 	  

			
	Signature Guaranteed:	 		  	(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change
whatsoever)

 Signature must be guaranteed by a Schedule 1 Canadian chartered bank, a member of the Securities Transfer
Agent Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). 
 CERTIFICATE 
 (To be completed if true) 

The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights
Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert with any of the foregoing (all terms are used
as defined in the Rights Agreement). 
  

			
	Signature:	 	  



 NOTICE 
 In the event the certification set forth in the Form of Assignment is not completed, the Corporation will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring
Person or an Affiliate or Associate thereof (all capitalized terms are used as defined in the Rights Agreement) and accordingly such Rights shall be null and void. 

  

					
		 	A - 6	 	SHAREHOLDER RIGHTS PLAN AGREEMENT