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1 TERMS OF USE THE FOLLOWING DESCRIBES THE TERMS UNDER WHICH YOU MAY ACCESS AND USE CERTAIN MATERIALS ON THE ROPIN THE WEB WEBSITE OF THE ALBERTA GOVERNMENT DEPARTMENT OF AGRICULTURE, FOOD AND RURAL DEVELOPMENT (the Website ) PROVIDED BY PARLEE MCLAWS LLP (the PM Materials ad PM respectively). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING OR ACCESSING THE PM MATERIALS. BY ACCESSING THE PM MATERIALS YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT YOU MAY NOT ACCESS OR USE THE PM MATERIALS. PM provides the PM Materials (the Services ) o the Website ad reserves the right to modify or discotiue the Services ad may amed this Agreemet at ay time by postig a ew agreemet i place of this oe. Please check this Agreemet periodically for chages. PM will post or cause to be posted, otice that the Agreemet has bee ameded o the Website for a period of 30 days. The ameded Agreemet will automatically be effective whe posted. Your cotiued use of the Services followig the postig of the ameded Agreemet ad otice shall mea that you accept the terms of this Agreemet as ameded. If you do ot agree with ay of the terms of the ameded Agreemet the you must termiate all use of the Services. This Agreemet may ot otherwise be ameded. This Agreemet was last modified o November 12, A. SERVICES You agree that PM will ot be liable for ay delay or uavailability of ay of the Website or Services, whether due to a act or omissio of PM or a act or omissio of ay third party. B. ACCESS I order to access ad use ay of the Services you agree to abide by these Terms of Use. Ay other access or use shall costitute a trespass o the Website, shall costitute a ifrigemet of PM s itellectual property ad a ulawful use of PM s assets. Certai portios of the Website ad/or Services may have additioal terms ad coditios, which apply to the access or use of those portios of the Website ad/or Services. C. LICENCE Upo acceptig the Terms of Use you are grated a o-exclusive ad o-trasferable licece to use ad access the Services. D. THIRD PARTY MATERIALS AND EXTERNAL LINKS The Website ad/or the Services may provide, or third parties may provide, liks to other World Wide Web sites or resources. Because PM has o cotrol over such sites ad resources, you ackowledge ad agree that PM is ot resposible for the availability of such exteral sites or resources ad does ot edorse ad is ot resposible or liable for ay cotet, advertisig, products, {E DOC;1}

2 2 services or other materials o or available from such sites or resources. You further ackowledge ad agree that PM shall ot be resposible or liable, directly or idirectly, for ay damage or loss caused or alleged to be caused by or i coectio with use of or reliace o ay such cotet, goods or services available o or through ay such site or resource. E. INTELLECTUAL PROPERTY PM has certai protectable proprietary rights i the PM Materials, its software ad websites, icludig copyrights ad trademarks. You may ot modify, copy, publish, republish, trasmit, sell, create derivative works, display or i ay way exploit ay Services or ay cotet cotaied o the Website except to use the Services ad view the Website for persoal use oly. F. DISCLAIMER OF WARRANTIES YOU EXPRESSLY AGREE THAT USE OF THE SERVICES AND WEBSITE IS AT YOUR SOLE RISK. THE SERVICES AND WEBSITE ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. PM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND THOSE THAT ARE IMPLIED BY LAW. PM MAKES NO WARRANTY THAT THE WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE USE OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; PM MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR WEBSITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE OR SERVICES OR THAT DEFECTS WILL BE CORRECTED. G. LIMITATION OF LIABILITY PM SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE WEBSITE OR SERVICES, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR RESULTING FROM ANY GOODS OR SERVICES PURCHASE OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO OR THROUGH THE SERVICES OR WEBSITE OR RESULTING FROM UNAUTHORIZED ACCESS TO, OR ALTERATION OF USER'S TRANSMISSIONS OR DATA, EVEN IF PM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. H. TERMINATION OF RIGHTS PM retais the right, at PM s sole discretio, to determie whether or ot your coduct is cosistet with the letter ad spirit of these Terms of Use. PM reserves the right, based o its sole discretio, to susped or termiate your registratio or to susped or termiate curret or future access ad use of the Services if your coduct is foud to be icosistet with these Terms of Use. I. USER CONDUCT (a) Your use of the Services is subject to all applicable federal, provicial, state, muicipal, iteratioal ad local laws ad regulatios. {E DOC;1}

3 3 (b) (c) (d) (e) (f) (g) You agree ot to use the Services for illegal purposes. You agree ot to trasmit through the Website or Services ay ulawful, harassig, libellous, abusive, threateig, harmful, vulgar, obscee, porographic or otherwise objectioable material of ay kid or ature. You agree ot to trasmit ay material that ecourages coduct that could costitute a crimial offece, give rise to civil liability or otherwise violate ay applicable federal, provicial, state, muicipal, iteratioal ad local law ad/or regulatio. You agree ot to use the Services to commit ay dishoest act, act of fraud or ay act which ifriges ay third party rights icludig the right of privacy. Attempts to gai uauthorized access to ay computer system are prohibited. You agree ot to use ay spider, robot or other automatic meas to search or moitor the cotet of the Services or Website. You also agree ot to use ay automatic meas, icludig software, to iterfere with or attempt to iterfere with the Services or their use by ay other user. You agree ot to cause ay ureasoable burde or load o the Website or the Services or the software or computer systems supportig them. J. ADVERTISERS AND VENDORS Your correspodece or busiess dealigs with, or participatio i promotios of, third party advertisers ad vedors foud o or through the Services or the Website, icludig paymet ad delivery of related goods or services, ad ay other terms, coditios, warraties or represetatios associated with such dealigs, are solely betwee you ad such advertiser ad/or vedor. You agree that PM shall ot be resposible or liable for ay loss or damage of ay sort icurred as the result of ay such dealigs or as the result of the presece of such advertisers or vedors o the Website or i coectio with the Services. All of your busiess dealigs with third party vedors ad advertisers appearig o the Website or i coectio with the Services, shall be at your sole risk. K. INDEMNIFICATION You agree to idemify ad hold PM ad ay of its parets, parters, subsidiaries, affiliates, directors, parterships, pricipals, goverors, represetatives, agets, officers ad employees, successors ad assigs, harmless from ay third party claim or demad, icludig all legal fees o a solicitor ad his ow cliet basis, due to or arisig out of your use of the Services or Website, the violatio of these Terms of Use by you, or the ifrigemet by you of ay itellectual property or other right of ay perso or etity or other user. You shall be resposible for all activities coducted usig your computer. L. ENTIRE AGREEMENT This Agreemet costitutes the etire agreemet betwee you, the user, ad PM, ad supersedes all prior agreemets betwee the parties, regardig the subject matter cotaied herei ad there are o statemets, represetatios, warraties, udertakigs or agreemets, writte or oral, express or implied, betwee the parties hereto except as herei set forth. {E DOC;1}

4 4 M. NO WAIVER PM s failure to isist upo, exercise or eforce ay rights or provisios of these Terms of Use shall ot be costrued as a waiver of such right or provisio of the same or differet type i the future. N. TERMINATION Should you object to ay of these Terms of Use or ay subsequet modificatios thereto or become dissatisfied with the Services i ay way, your oly recourse is to immediately discotiue use of the Services. Notwithstadig the termiatio of this Agreemet for ay reaso, the provisios of this Agreemet relatig to itellectual property, warraty disclaimer, limited liability, idemity ad goverig law shall survive such termiatio. O. GOVERNING LAW These Terms of Use, the relatioship betwee you ad PM ad your use of the Services ad the resolutio of ay dispute arisig betwee the parties shall be govered by ad costrued i accordace with the laws of the Provice of Alberta ad those of Caada applicable therei, without referece to their coflicts of laws. You ad PM agree to submit to the exclusive jurisdictio of the courts of the Provice of Alberta to hear all matters arisig i relatio to the Website, the Services or this Agreemet. Notwithstadig the forgoig, either party may apply to ay court of competet jurisdictio for ijuctive relief ad other equitable remedies. P. SEVERABILITY If ay provisio of this Agreemet is held to be ivalid or ueforceable, such provisio shall be severed from this Agreemet ad the remaiig provisios shall remai i full force ad effect. Q. HEADINGS Headigs are for referece purposes oly ad shall ot be used i the iterpretatio of this Agreemet. {E DOC;1}

5 [NOTE: This documet is a summary form of the Articles of Icorporatio maily for the use of govermet staff. This documet should oly be prepared after your Articles of Icorporatio are completed. Please refer to the sample Articles of Icorporatio documet for more iformatio o completig the Articles of Icorporatio.] Summary of Articles of Icorporatio Cooperatives Act Sectios 4, 5 ad 269(3) Name of Cooperative (Eter the proposed ame of the Cooperative that complies with Sectios 16 ad 19 of the Cooperatives Act) [Isert ame of Cooperative] Type of Cooperative: (select oe) Breeder Irrigatio Rural Fire Fightig Dairy Marketig Seed Cleaig Employmet Multi-stakeholder Trasportatio Ethic Petroleum Vegetable Grower Feeder Associatio Purchasig Agricultural Geeral (specify): Grazig Real Estate Board a New Geeratio Hadicraft Recreatioal (specify): Agricultural Processig, Marketig & Services Housig Retail Other (specify): 3. Type of Articles Beig Submitted: (select oe) Ameded Articles Restated Articles a Origial Articles (if this box checked go directly to No. 5) Alberta Corporate Access Number Summary of Objectives: The objectives ad purposes of the Cooperative are to: (a) (as oted o registratio documets) process (icludig procurig icidetal to or coected therewith) livestock, livestock products ad other agricultural products belogig to or acquired from its members or customers;

6 (a) (b) market (icludig processig icidetal to or coected therewith) livestock, livestock products ad other agricultural products belogig to or acquired from its members or customers ad; providig services to its members ad other persos primarily egaged i the productio, processig ad marketig of agricultural products. Summary of classes of shares icludig rights, privileges ad coditios, ad ay maximum umber of shares that the Cooperative is authorized to issue: See Schedule A attached. Restrictios o share trasfers other tha those idetified i the Cooperatives Act ad Regulatios: (if there are o restrictios, eter NONE.) The trasfer of all Shares are subject to the approval of the Board of Directors which shall ot be withheld if the trasferee agrees to be boud by ay Uaimous Agreemet, the trasferee agrees to eter ito the delivery rights cotract(s) that may be applicable ad associated with the Class of Shares beig trasferred, ad the trasferee is otherwise qualified ad capable i the opiio of the Board, actig reasoably, of meetig the trasferor s obligatios to the Cooperative. Number, or miimum ad maximum umber of directors that the Cooperative may have: Number OR Miimum 3 AND Maximum 9. If the Cooperative is restricted FROM carryig o a certai busiess, or restricted TO carryig o a certai busiess, specify the restrictios: (If there are o restrictios, eter NONE ) The productio, processig ad marketig of agricultural products ad the provisio of services to persos primarily egaged therei. The udertakig of the Cooperative will be carried o i whole or i part i Alberta. 10. Other rules or provisios that are permitted by the Act or Regulatios, or to be set out i the Cooperative s bylaws, or to form part of the Articles: (If there are o rules or provisios, eter NONE ) a) The maximum iterest rate o member loas is % per aum.

7 3. b) The directors of the Cooperative that are elected by the holders of Class A Shares, Class B Shares ad/or Class C Shares, as the case may be, may from time to time appoit additioal directors of the Cooperative pursuat to s. 51(3) of the Cooperatives Act (Alberta) ad ay successor provisio thereto. Such additioal directors eed ot be members of the Cooperative. [NOTE: You may have more or less extra provisios to iclude here based o your Articles of Icorporatio. This documet should oly be prepared after your Articles of Icorporatio are completed. Please refer to the sample Articles of Icorporatio documet for more iformatio o completig the Articles of Icorporatio.] 11. Fiscal year ed: 12. Moth/Day To be completed oly whe submittig origial articles: Date authorized by Icorporators: mm/dd/yyyy Icorporators (If there are more tha six icorporators, please see Page 3 for more space) Name of Icorporator (Last, First, Middle Iitial) Address (Icludig Postal Code) Note: A declaratio as required by Sectios 4(d) ad 4(f) of the Cooperatives Act, must be completed ad attached. Sigature of Authorized Perso Name (please PRINT) Chairma Title (please PRINT) Daytime Telephoe Number Date (mm/dd/yyyy) This iformatio is beig collected for the purposes of Corporate Registry records i accordace with the Cooperatives Act. Questios about the collectio of this iformatio ca be directed to the Freedom of Iformatio of Privacy Coordiator for Alberta Govermet Services, Box 3140, Edmoto, Alberta T5J 2G7, (780)

8 4.

9 [NOTE: This Schedule A should have the exact same descriptio of the share terms that is foud o your fial form of Articles of Icorporatio. This documet should oly be prepared after your Articles of Icorporatio are completed. Please refer to the sample Articles of Icorporatio documet for more iformatio o completig the Articles of Icorporatio.] Schedule A 1. The Cooperative is authorized to issue a ulimited umber of shares, desigated as Membership Shares without par value, which are called the Class A Shares. The rights, privileges, restrictios ad coditios attachig to the Class A Shares are as follows: a. The holders thereof shall have the right to receive otice of, to atted ad to cast oe vote (regardless of the umber of membership shares held) at every meetig of the members of the Cooperative. b. The holders thereof shall have the right to elect as may members to the Board of Directors of the Cooperative as may be required, icludig replacemets as ecessary, provided that the holders thereof shall i ay evet elect a miimum of 3 members at all times. c. The holders of Class A Shares shall be etitled to participate i ay surplus of the busiess doe by the Cooperative from the purchase ad sale of livestock, livestock products ad all other goods ad services marketed by the Cooperative by way of a patroage retur to the exclusio of the holders of other classes of shares i the Cooperative or otherwise, i a amout declared by the directors of the Cooperative takig ito accout the quatity, quality, kid ad value of such livestock, livestock products ad other goods ad services sold by the shareholder to the Cooperative. d. The holders thereof shall have the right to receive ay divided as may be declared thereo by the Cooperative, subject to a maximum rate of retur of % per share per aum [ad shall ot be paid util all patroage divideds have bee paid] I all circumstaces such divideds will share ratably with the Class B Shares, such that o divided may be declared o the Class A Shares without a equivalet divided o the Class B Shares (o a per share basis) ad vice versa. e. If ay Class A Shares are redeemed, they shall be redeemable at the price of $ regardless of the price paid therefor or ay upaid patroage returs or divideds declared thereo. f. The holders thereof shall have the right to receive ratably with the holders of the Class B Shares ad Class C Shares ad i priority to the holders of Class D Shares, the remaiig property of the Cooperative o its dissolutio, liquidatio, widig-up or other distributio of its property amog its members ad shareholders for the purpose of widig-up its affairs.

10 2. The foregoig rights, privileges, restrictios ad coditios are subject to the rights, privileges, restrictios ad coditios attachig to ay other class of shares ow or hereafter created ad expressed to rak i priority to the Class A Shares. 2. The Cooperative is authorized to issue the followig ivestmet shares: a. Class B Shares i. The Cooperative is authorized to issue a ulimited umber of shares desigated as Ivestmet Shares, which are called the Class B Shares; the rights, privileges, restrictios ad coditios attachig thereto are as follows: 1. The Class B Shares shall be issued without par value ad may be issued to either members of the Cooperative, omembers, or both. 2. The Class B Shares may at ay time ad from time to time be issued i oe or more series, each series to cosist of such umber of shares as may, before the issue thereof, be fixed by resolutio of the directors of the Cooperative, who shall also determie by resolutio passed before the issue of ay Class B Shares of each series the desigatio of the shares of such series ad the rights, privileges, restrictios ad coditios attachig thereto pursuat to Sectio 110(1)(b) of the Cooperatives Act (Alberta) ad ay successor provisio thereto, icludig but without limitig the geerality of the foregoig, the right to elect ot more tha 20% of the directors to the Cooperative pursuat to Sectio 108(4) of the Cooperatives Act (Alberta) ad ay successor provisio thereto, the rate of amout of ay divideds or preferetial divideds, the date or dates ad place or places of paymet thereof, coversio privileges, if ay, ad the coditios thereof, the redemptio or purchase price ad the terms ad coditios of ay redemptio or purchase of such shares, if subject to redemptio or purchase for cacellatio, the terms ad coditios of ay sikig fud or purchase fud, the amout or amouts to be paid o such shares upo ay distributio of assets of the Cooperative amog its shareholders i the evet of its liquidatio, dissolutio or widig-up, votig rights, if ay, ad restrictios, if ay, respectig the paymet of divideds o ad the redemptio ad purchase of ay shares rakig juior to the Class B Shares.

11 3. 3. The Class B Shares of ay series may be made subject to redemptio or purchase for cacellatio at such times ad at such prices ad upo such other terms ad coditios as may be specified i the rights, privileges, restrictios ad coditios attachig to the shares of that series, as determied before the issue thereof by resolutio of the directors of the Cooperative, provided that o such shares may be redeemed or purchased for cacellatio at prices exceedig the redemptio price stated i or calculated accordig to a formula stated i the terms of issue thereof. 4. The Class B Shares may be give preferece over ay shares of the Cooperative rakig juior to the Class B Shares, which shall i o evet iclude the Class A Shares, with respect to paymet of divideds ad retur of capital ad the Class B Shares of each series may also be give such other prefereces over ay shares of the Cooperative rakig juior to the Class B Shares, which shall i o evet iclude the Class A Shares, as may be determied before the issue thereof as hereibefore provided. 5. The Class B Shares of each series shall rak o a parity with the Class B Shares of every other series with respect to priority i paymet of divideds ad retur of capital. 6. If ay cumulative divideds or amouts payable o retur of capital i respect of a series of Class B Shares are ot paid i full, the shares of all series of the same class shall participate rateably i respect of accumulated divideds ad retur of capital. 7. The holders of the Class B Shares shall ot, as such, be etitled to receive otice of or to atted ay meetig of the shareholders of the Cooperative or to vote at such meetig, except as provided i the Cooperatives Act or i the rights, privileges, restrictios ad coditios attached to the Class B Shares of ay series before the issue thereof as hereibefore provided. 8. The holders of the Class B Shares shall ot, as such, be etitled as of right to subscribe for or purchase ay issue or part of ay issue of shares of the Cooperative whether ow or hereafter authorized. 9. I the evet of the dissolutio, liquidatio, widig-up or other distributio of the Cooperative s property amog its

12 4. b. Class C Shares members ad shareholders for the purpose of widig-up its affairs the holders of the Class B Shares shall be paid out ratably with the holders of the Class A Shares ad Class C Shares ad i priority to the Class D Shares. ii. The Cooperative is authorized to issue a ulimited umber of shares desigated as Ivestmet Shares, which are called the Class C Shares; the rights, privileges, restrictios ad coditios attachig thereto are as follows: 1. The Class C Shares shall be issued without par value ad may be issued to either members of the Cooperative, omembers, or both. 2. The Class C Shares may at ay time ad from time to time be issued i oe or more series, each series to cosist of such umber of shares as may, before the issue thereof, be fixed by resolutio of the directors of the Cooperative, who shall also determie by resolutio passed before the issue of ay Class C Shares of each series the desigatio of the shares of such series ad the rights, privileges, restrictios ad coditios attachig thereto pursuat to Sectio 110(1)(b) of the Cooperatives Act (Alberta) ad ay successor provisio thereto, icludig but without limitig the geerality of the foregoig, the right to elect ot more tha 20% of the directors to the Cooperative pursuat to Sectio 108(4) of the Cooperatives Act (Alberta) ad ay successor provisio thereto, the rate of amout of ay divideds or preferetial divideds, the date or dates ad place or places of paymet thereof, coversio privileges, if ay, ad the coditios thereof, the redemptio or purchase price ad the terms ad coditios of ay redemptio or purchase of such shares, if subject to redemptio or purchase for cacellatio, the terms ad coditios of ay sikig fud or purchase fud, the amout or amouts to be paid o such shares upo ay distributio of assets of the Cooperative amog its shareholders i the evet of its liquidatio, dissolutio or widig-up, votig rights, if ay, ad restrictios, if ay, respectig the paymet of divideds o ad the redemptio ad purchase of ay shares rakig juior to the Class C Shares. 3. The Class C Shares of ay series may be made subject to redemptio or purchase for cacellatio at such times ad at such prices ad upo such other terms ad coditios as

13 5. may be specified i the rights, privileges, restrictios ad coditios attachig to the shares of that series, as determied before the issue thereof by resolutio of the directors of the Cooperative, provided that o such shares may be redeemed or purchased for cacellatio at prices exceedig the redemptio price stated i or calculated accordig to a formula stated i the terms of issue thereof. 4. The Class C Shares may be give preferece over the Class A Shares, the Class B Shares, the Class D Shares ad ay other shares of the Cooperative rakig juior to the Class C Shares with respect to paymet of divideds ad retur of capital ad the Class C Shares of each series may also be give such other prefereces over the Class A Shares, the Class B Shares, the Class D Shares ad ay other shares of the Cooperative rakig juior to the Class C as may be determied before the issue thereof as hereibefore provided. 5. The Class C Shares of each series shall rak o a parity with the Class C Shares of every other series with respect to priority i paymet of divideds ad retur of capital. 6. If ay cumulative divideds or amouts payable o retur of capital i respect of a series of Class C Shares are ot paid i full, the shares of all series of the same class shall participate rateably i respect of accumulated divideds ad retur of capital. 7. The holders of the Class C Shares shall ot, as such, be etitled to receive otice of or to atted ay meetig of the shareholders of the Cooperative or to vote at such meetig, except as provided i the Cooperatives Act or i the rights, privileges, restrictios ad coditios attached to the Class C Shares of ay series before the issue thereof as hereibefore provided. 8. The holders of the Class C Shares shall ot, as such, be etitled as of right to subscribe for or purchase ay issue or part of ay issue of shares of the Cooperative whether ow or hereafter authorized. 9. I the evet of the dissolutio, liquidatio, widig-up or other distributio of the Cooperative s property amog its members ad shareholders for the purpose of widig-up its affairs the holders of the Class C Shares shall be paid out ratably with the holders of the Class A Shares ad

14 6. c. Class D Shares Class B Shares ad i priority to the holders of the Class D Shares. iii. The Cooperative is authorized to issue a ulimited umber of shares desigated as Ivestmet Shares, which are called the Class D Shares; the rights, privileges, restrictios ad coditios attachig thereto are as follows: 1. The Class D Shares shall be issued without par value ad may be oly be issued to members ad shall be desigated as a class of ivestmet shares pursuat to Sectio 427 of the Cooperatives Act (Alberta) ad ay successor provisio thereto, ad shall carry o right to vote at a electio of the directors to the Cooperative. 2. Class D Shares shall oly be sold to persos who hold, or have bee approved to hold Class A Shares ad who have etered ito oe or more delivery rights cotract(s) to supply livestock or agricultural products or services to the Cooperative if a delivery rights cotract is required by the directors. 3. The holders of Class D Shares shall be etitled to participate i ay surplus of the busiess doe by the Cooperative from the purchase ad sale of livestock, livestock products ad all other goods ad services marketed by the Cooperative by way of a patroage retur to the exclusio of the holders of other classes of shares i the Cooperative or otherwise, i a amout declared by the directors of the Cooperative takig ito accout the quatity, quality, kid ad value of such livestock, livestock products ad other goods ad services sold by the shareholder to the Cooperative ad the umber of Class D Shares held by such holder. Such patroage returs may be declared as patroage divideds or bous paymets. 4. The Class D Shares may at ay time ad from time to time be issued i oe or more series, each series to cosist of such umber of shares as may, before the issue thereof, be fixed by resolutio of the directors of the Cooperative, who shall also determie by resolutio passed before the issue of ay Class D Shares of each series the desigatio of the shares of such series ad the rights, privileges, restrictios ad coditios attachig thereto pursuat to Sectio 110(1)(b) of the Cooperatives Act (Alberta) ad

15 7. ay successor provisio thereto, icludig but without limitig the geerality of the foregoig, the rate of amout of ay divideds or preferetial divideds, the date or dates ad place or places of paymet thereof, coversio privileges, if ay, ad the coditios thereof, the redemptio or purchase price ad the terms ad coditios of ay redemptio or purchase of such shares, if subject to redemptio or purchase for cacellatio, the terms ad coditios of ay sikig fud or purchase fud, the amout or amouts to be paid o such shares upo ay distributio of assets of the Cooperative amog its shareholders i the evet of its liquidatio, dissolutio or widig-up, votig rights, if ay, ad restrictios, if ay, respectig the paymet of divideds o ad the redemptio ad purchase of ay shares rakig juior to the Class D Shares. 5. The Class D Shares of ay series may be made subject to redemptio or purchase for cacellatio at such times ad at such prices ad upo such other terms ad coditios as may be specified i the rights, privileges, restrictios ad coditios attachig to the shares of that series, as determied before the issue thereof by resolutio of the directors of the Cooperative, provided that o such shares may be redeemed or purchased for cacellatio at prices exceedig the redemptio price stated i or calculated accordig to a formula stated i the terms of issue thereof. 6. The Class D Shares may be give preferece over the ay other shares of the Cooperative rakig juior to the Class D Shares, which shall i o evet iclude the Class A Shares or the Class B Shares, with respect to paymet of divideds ad retur of capital ad the Class D Shares of each series may also be give such other prefereces over ay shares of the Cooperative rakig juior to the Class D, which shall i o evet iclude the Class A Shares or the Class B Shares, as may be determied before the issue thereof as hereibefore provided. 7. The Class D Shares of each series shall rak o a parity with the Class D Shares of every other series with respect to priority i paymet of divideds ad retur of capital. 8. If ay cumulative divideds or amouts payable o retur of capital i respect of a series of Class D Shares are ot paid i full, the shares of all series of the same class shall

16 8. participate rateably i respect of accumulated divideds ad retur of capital. 9. The holders of the Class D Shares shall ot, as such, be etitled to receive otice of or to atted ay meetig of the shareholders of the Cooperative or to vote at such meetig, except as provided i the Cooperatives Act or i the rights, privileges, restrictios ad coditios attached to the Class D Shares of ay series before the issue thereof as hereibefore provided. 10. The holders of the Class D Shares shall ot, as such, be etitled as of right to subscribe for or purchase ay issue or part of ay issue of shares of the Cooperative whether ow or hereafter authorized. 11. I the evet of the dissolutio, liquidatio, widig-up or other distributio of the Cooperative s property amog its members ad shareholders for the purpose of widig-up its affairs the holders of the Class D Shares shall ot be etitled to share i ay distributio of the assets or property of the Cooperative save ad except the right to receive a sum equivalet to the aggregate redemptio amouts of the Class D Shares held by them, such right beig subordiate to the rights of the holders of Class A Shares, Class B Shares ad Class C Shares to each receive a sum equivalet to the aggregate of the redemptio amouts of such shares held by them together with the amout of all declared but upaid patroage returs ad or divideds.