Support Agreement

For greater certainty, any reference to “holder” of Exchangeable Shares in this Agreement shall be deemed to include a reference to the Shareholders;

The word “Person” includes any individual, firm, partnership, joint venture, venture capital fund, limited liability company, unlimited liability company, association, trust, trustee, executor, administrator, legal person or representative, estate, group, body corporate, corporation, unincorporated association, organization, Government Entity, syndicate or other entity, whether or not having legal status;

“Government Entity” means any (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) any subdivision, agent, commission, board or authority of any of the foregoing or (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

not take any action that will result in the declaration or payment of any dividend or other distribution on the Parent Common Shares unless (i) Pure Exchangeco shall simultaneously declare or pay, as the case may be, a dividend or other distribution economically equivalent thereto (as provided for in the Share Provisions) on the Exchangeable Shares and Pure Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such dividend or other distribution on the Exchangeable Shares, or (ii) if the dividend or other distribution is a stock dividend or distribution of stock, in lieu of such dividend, Pure Exchangeco effects a corresponding and contemporaneousissuance of Exchangeable Shares (as determined in accordance with subsection 111(a) of the Share Provisions and Pure Exchangeco shall have sufficient authorized but unissued securities available to enable the subdivision;

advise Pure Exchangeco sufficiently in advance of the declaration by Pure of any dividend or other distribution on Parent Common Shares and take all such other actions as are reasonably necessary, in co-operation with Pure Exchangeco, to ensure that (i) the respective declaration date, record date and payment date for a dividend or other distribution on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for such dividend or other distribution on the Parent Common Shares, or (ii) the record date, if any, and effective date for the subdivision referred to in subsection 2.1(a) shall be the same as the record date and payment date for such dividend or other distribution on the Parent Common Shares. Notwithstanding the foregoing, if the record or payment date, as the case may be, is not a Business Day, the record or payment date, as the case may be, shall be the next Business Day;

ensure that the record date for any dividend or other distribution declared on the Parent Common Shares is not less than 10 Business Days after the declaration date of such dividend or other distribution;

take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Pure Exchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Pure or its affiliates) upon the liquidation, dissolution or winding-up of Pure Exchangeco or any other distribution of the assets of Pure Exchangeco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by Pure Exchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit Pure Exchangeco to cause to be delivered Parent Common Shares to the holders of Exchangeable Shares in accordance with the Share Provisions and cash in respect of declared and unpaid dividends;

take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Pure, in accordance with applicable law, to pay or otherwise to perform its obligations arising upon the exercise of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit Pure to deliver or to cause to be delivered Parent Common Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be, and cash in respect of declared and unpaid dividends; and

not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of Pure Exchangeco or any other distribution of the assets of Pure Exchangeco among its shareholders for the purpose of winding up its affairs nor take any action or omit to take any action (and Pure will not permit Pure any of its affiliates to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding up of Pure Exchangeco or any other distribution of the assets of Pure Exchangeco among its shareholders for the purpose of winding-up its affairs.

in the event of any determination by the Board of Directors of Pure Exchangeco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Pure Exchangeco or to effect any other distribution of the assets of Pure Exchangeco among its shareholders for the purpose of winding up its affairs, at least 60 days before the proposed effective date of such liquidation, dissolution, winding-up or other distribution;

promptly, upon the earlier of receipt by Pure Exchangeco of notice of and Pure Exchangeco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Pure Exchangeco or to effect any other distribution of the assets of Pure Exchangeco among its shareholders for the purpose of winding up its affairs;

immediately, upon receipt by Pure Exchangeco of a Retraction Request;

prior to the determination of a Redemption Date in accordance with the Share Provisions; and

as soon as practicable upon the issuance by Pure Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares pursuant to the Share Exchange Agreement).

Pure will not without prior written approval of Pure Exchangeco and the prior written approval of the holders of the Exchangeable Shares:

issue or distribute Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Common Shares) to the holders of all or substantially all of the then outstanding Parent Common Shares by way of stock dividend or other distribution, other than an issue of Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Common Shares) to holders of Parent Common Shares who exercise an option to receive dividends in Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Common Shares) not issued at a discount and without financial preference to the corresponding cash dividend in lieu of receiving cash dividends;

issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Parent Common Shares entitling them to subscribe for or to purchase Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Common Shares); or

issue or distribute to the holders of all or substantially all of the then outstanding Parent Common Shares (A) securities of Pure of any class other than Parent Common Shares (other than securities convertible into or exchangeable for or carrying rights to acquire Parent Common Shares), (B) rights, options or warrants other than those referred to in paragraph 2.7(a)(ii), (C) evidences of indebtedness of Pure or (D) assets of Pure,

unless the economic equivalent of such Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Common Shares) rights, options, warrants, securities, shares, evidences of indebtedness or other assets is (A) issued or distributed or otherwise provided simultaneously to, or (B) effected pursuant to section 7 of the Share Provisions for, holders of the Exchangeable Shares after giving effect to the Share Provisions; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Pure in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Share Exchange Agreement.

Pure will not without the prior written approval of Pure Exchangeco and the prior written approval of the holders of the Exchangeable Shares:

subdivide, redivide or change the then outstanding Parent Common Shares into a greater number of Parent Common Shares (except as contemplated in the Share Exchange Agreement); or

reduce, combine, consolidate or change the then outstanding Parent Common Shares into a lesser number of Parent Common Shares; or

reclassify or otherwise change the Parent Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting Parent Common Shares;

unless an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares; provided, however, that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Pure in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Share Exchange Agreement.

Pure will ensure that the record date for any event referred to in subsections 2.7(a) or 2.7(b), or (if no record date is applicable for such event) the effective date for any such event, is not less than five Business Days after the date on which such event is declared or announced by Pure (with contemporaneous notification thereof by Pure to Pure Exchangeco).

The Board of Directors of Pure Exchangeco shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in subsections 2.7(a) or 2.7(b) and each such determination shall be conclusive and binding on Pure and the holders of Exchangeable Shares. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of Pure Exchangeco to be relevant, be considered by the Board of Directors of Pure Exchangeco:

in the case of any stock dividend or other distribution payable in Parent Common Shares, the number of Parent Common Shares issued as a result of such stock dividend or other distribution in proportion to the number of Parent Common Shares previously outstanding;

in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Common Shares), the relationship between the exercise price of each such right, option or warrant, the number of such rights, options or warrants to be issued or distributed in respect of each Parent share and the Current Market Value of a Pure share;

in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Pure of any class other than Parent Common Shares, any rights, options or warrants other than those referred to in subparagraph 2.7(d)(ii), any evidences of indebtedness of Pure or any assets of Pure), the relationship between the fair market value (as determined by the Board of Directors of Pure Exchangeco in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Pure share and the Current Market Value of a Pure share;

in the case of any subdivision, redivision or change of the then outstanding Parent Common Shares into a greater number of Parent Common Shares or the reduction, combination, consolidation or change of the then outstanding Parent Common Shares into a lesser number of Parent Common Shares or any amalgamation, merger, reorganization or other transaction affecting Parent Common Shares, the effect thereof upon the then outstanding Parent Common Shares; and

in all such cases, the general taxation consequences of the relevant event to owners of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to such holders determined as if they had held Parent Common Shares at the relevant time as a result of differing tax treatment under the laws of Canada and the United States.

Pure Exchangeco agrees that, to the extent required, upon due notice from Pure, Pure Exchangeco will use its best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by Pure Exchangeco, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent with respect to the Parent Common Shares and Exchangeable Shares as provided for in this subsection 2.7.

No tender offer, share exchange offer, take-over bid or similar transaction with respect to Parent Common Shares (an "Offer'') will be proposed or recommended by Pure or the Board of Directors of Pure or otherwise effected with the consent or approval of the Board of Directors of Pure unless the holders of Exchangeable Shares (other than Pure and its affiliates) participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Common Shares, without discrimination. Without limiting the generality of the foregoing, neither Pure nor the Board of Directors of Pure will approve or recommend any Offer or take any action in furtherance of an Offer unless the holders of Exchangeable Shares may participate in such Offer without being required to retract Exchangeable Shares as against Pure Exchangeco.

No issuer bid or similar transaction for outstanding Parent Common Shares shall be proposed or recommended by Pure or the Board of Directors of Pure or otherwise effected with the consent or the approval of the Board of Directors of Pure unless a substantially contemporaneous takeover bid (the "Bid'') is made by Pure for an equivalent percentage of the outstanding Exchangeable Shares (other than those held by Pure and its affiliates) on the same or economically equivalent terms. Without limiting the generality of the foregoing, neither Pure nor the Board of Directors of Pure will approve or recommend any Bid or take any action in furtherance of a Bid unless the holders of Exchangeable Shares may participate in such Bid without being required to retract Exchangeable Shares as against Pure Exchangeco.

such other Person or continuing corporation (the "Pure Successor'') by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, before or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Pure Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Pure Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of Pure under this Agreement;

in the event that Parent Common Shares are reclassified or otherwise changed as part of such transaction, the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares; and

such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

adding to the covenants of any or all parties if the Board of Directors of each of Pure Exchangeco and Pure shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares;

making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of Pure Exchangeco and Pure, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or

making such changes or corrections which, on the advice of counsel to Pure Exchangeco and Pure, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of Pure Exchangeco and Pure shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.