禧年的彰显[232…

🔊 Play 音频 三分钟

「所以神将祂升为至高，又赐给祂那超乎万名之上的名」【腓2: 9】

主基督升天以来，地上从无一名超乎耶稣的名。神已经把这一位真正救世主耶稣高举成为万有的主。主的为人是降卑自己，但神将祂高举。我们必须公开承认主的名。借着呼求主名来敬拜祂是何等的荣耀！事实上，新约里清楚指示我们要呼求主名。历史上从未有一名比主耶稣的名更高。  

十字架是主从降卑变为升高的转折点；十字架也是我们「自己卑微」的标准，以及能否被神升高的尺度。因主的降卑，神将祂升到至高；因主的顺服，神赐祂超乎万名之上的名。当我们被放在一个卑微的地位时，应当欢喜快乐，因为这是神升高我们的台阶。

当保罗还是大数的扫罗时，从祭司长领了权柄，要捆绑那些呼求耶稣之名的人。主借着被高举，得着了超乎万名之上的名。宇宙间最高、最大的名，乃是耶稣。这名乃是主耶稣在祂身位和工作上，一切所是之总和的表明。在主一切所是的范围和元素里。我们就要诚实的敬拜主，并向祂祷告祈求。我们不单该呼求主耶稣的名，也当在祂的名下屈膝谦卑。这就是敬拜祂。

宇宙分三个层次：天、地、以及地底下。日子将到，在各个层次的都要屈膝，并承认耶稣基督为主。公开承认耶稣基督为主，就是呼求主的名。为人的主耶稣，在升天里被神立为主。因此，万口都要承认祂是主。并将荣耀、赞美全归与父神。

耶稣基督在祂的身位和工作上，一切所是完成了的伟大事工成果。感谢神 ! 奉主耶稣圣名蒙恩! 阿们 !https://youtu.be/vmLbczwqCiU?list=RDvmLbczwqCiU

禧年的彰显[231…

🔊 Play 音频 三分钟

「又涂抹了在律例上所写攻击我们，有碍于我们的字据，把它撤去，钉在十字架上。」【西2: 14】

神创造天、地、和宇宙中的万物之后，一位天使长背叛了，许多天使也跟随他。这位天使长成了撒但，跟从他者则成了诸天界里邪恶的执政者、有能者和掌权者。至终，神所造的人堕落了，成了有罪的。天使的背叛以及人的堕落，使神相当为难。神对付这个难处的办法乃是十字架。

首先神借独身儿子主耶稣道成肉身，亲自穿上了人性。就是基督成为肉体的降生，上了十字架并被钉死。在地上三十三年半的生活中，基督由马槽走到了十字架。当祂被钉十字架时，许许多多的事发生了。在十字架上，神审判了罪和有罪的旧人。借着十字架，人有罪的天性恶习被了结了。同时，祂也把律法规条同钉上十字架上。当时，邪恶的天使也在那里，并且非常活跃。但按西 2:15，神借着十字架把他们脱下了。

借着主的十字架的救恩，使律法的控诉在信徒身上不再生效。基督所涂抹的，并不是律法的本身，乃是『律法的咒诅』，就是人若不能遵守便要被定罪的那部分。

毫无疑问，当基督被钉十字架时，执政的和掌权的都群聚在祂周围。神和基督都一直在动工。基督完成工作是被钉死，神的工作则是审判罪和一切消极的事物，并将律法和律法的规条钉在十字架上。围着神和基督的那些执政者和掌权者也在作事。

十字架的夸胜含示争战，指明有一场属灵争战正在进行。当基督正在成功救赎，神正在​​对付律法和消极的事物时，执政的和掌权的都来打岔。他们逼近神和基督。但就在这关头，神将他们脱下，胜过了他们，并把他们公然示众，公开的羞辱他们。这是何等大的属灵争战！感谢神 ! 奉主耶稣圣名蒙恩! 阿们 !https://youtu.be/ZRSSjxiubxQ

禧年的彰显[230…

🔊 Play 音频 三分钟

「你们既受洗与祂一同埋葬，也就在此与祂一同复活，都因信那叫祂从死里复活神的功用。」【西2: 12】

在基督里的割礼是借着浸成就的。我们在受浸中已经与基督一同埋葬了。在受浸中埋葬，乃是脱去罪孽肉体的身体。也就是基督使我们脱去肉体情欲的割礼；我们在基督里，藉着神所运行的信心，与祂一同复活。受浸有埋葬的一面，就是了结我们的肉体；也有复活的一面，就是使我们的灵在主里有新生的起头。复活是我们在基督里，凭神圣的生命复活过来。

保罗是藉着神所运行的信心。信心并不是出于我们自己，乃是神所赐的。我们回转向神并亲近祂，我们就有强大的信心。主是我们信心的创始者与成终者。我们经历复活的生命，就是受浸复活得永生生命所表征的。

受浸不是一种入教的仪式，而是真实得救的经历。藉水被埋葬，并非意味着悲惨的了结，乃是意味着满有盼望的新生。

藉着受浸而与主同埋葬同复活，固然全在于神的大能下，但若当事人不是存着确信心而为之，则在他身上毫无作用。因信而经历得救的事实 – – 一同埋葬，也是因信而经历得胜的事实 –  – 一同复活。我们的得救与得胜，都是神在我们里面运行的救恩；只有祂的生命才能吞灭死亡，也只有祂的生命才能叫我们复活。

今天许多基督徒忽略了受浸真实的意义，反而只注意用什么水施浸，或是什么方式在水中施浸。真正的受浸都不在乎形式。神运行与我们信心的操练有关。完成这运行的乃是那灵。每当我们为人施浸的时候，我们需要用信心的确据，来实化祂的运行，以了结受浸者的旧人恶习的缠绕。我们必须面对那叫基督从死人中复活之三一神的运行有确信。感谢神 ! 奉主耶稣圣名蒙恩! 阿们 !https://youtu.be/31ALQ71EC9Y

禧年的彰显[229…

🔊 Play 音频 三分钟

「你们要谨慎，恐怕有人用他的理学和虚空的妄言，不照着基督，乃照人间的遗传和世上的小学就把你们掳去。」【西2: 8】

神是智慧、知识的独一源头。一切智慧、知识的宝藏，都藏在那是神的奥秘的基督里。教会受到异教哲学的侵入，保罗就在这里帮助歌罗西人，使他们追溯智慧、知识的真源头乃是神。基督就是神的奥秘。

保罗说：‘歌罗西人哪，你们既接受了基督，而一切的智慧、知识的宝藏都藏在祂里面，你们为什么还需要哲学？你们为什么接受智慧派的教训？你们这样作，乃是因为对你们所信的没有充分的确信。你们有信心，却没有把握。’ 歌罗西人的心需要得安慰，并在爱里结合一起，好使他们丰丰富富的在悟性上有充分的确信。他们若有充足的信心，便会明白一切智慧、知识的宝藏，都藏在基督里面。

不照着基督，而照着人间的遗传、属世的知识，标新立异，危言耸听，把人掳离基督。任何对神学道理的研究、沉潜，若不能带领我们亲近并享用基督，则无异是落入希腊哲学的范畴，重蹈异端教训的覆辙。任何一种道理教训，倘若和圣经的基本真理相违背，决不能称为基督徒的教训。

智慧、知识都具体化在基督里面，这事实由主自己所说的话，特别是记载在马太福音和约翰福音中的经文，得着证明。在这二卷书中，主说到国度和生命，包含最高的哲学。世上所有的哲学教训，都不能与其比拟。主话语中的观念既深又奥。任何对哲学有透彻研究的人都会承认，最高的哲学乃是在耶稣基督的教训里面。一切智慧、知识的宝藏，的确都在祂里面。感谢神 ! 奉主耶稣圣名蒙恩! 阿们 !https://youtu.be/1GYfIiVeoOA

禧年的彰显[228…

🔊 Play 音频 三分钟

「你们从前在过犯和未受割礼的肉体中死了，神赦免了你们一切过犯，便叫你们与基督一同活过来；」【西2: 13】

“死”是指因着罪，我们从前在过犯和未受割礼的肉体中死了。如今我们一同与基督活过来。神在基督的复活里，用祂的生命把我们都一同点活。这是在基督的复活里所成就的，也是借着我们的信心所经历的。神救恩之经纶，就是祂叫我们一同与复活的基督活过来。

神已将这些规条钉在十字架上，也把它撤去了。这是废去规条中诫命的律法。这除灭了守犹太教仪式的异端。死了的人无能为力，难怪许多人在信主之前，道德软弱到无法自拔。神既赦免了我们一切的过犯，就不会再追究我们从前的罪案。

我们得胜之道，在于更深的认识并经历十字架。十字架一面撤除规条字句，一面掳掠黑暗的权势，以显明祂的得胜；换句话说，规条字句是黑暗权势藉以捆绑人的工具。

我们若容让规条字句的原则仍旧存在教会中，就是间接地容让仇敌在教会中有地位。因此我们必须藉着十字架的得胜，从教会中清扫一切宗教仪文的余毒，除净所有字句规条的阴影，让每一位神的儿女，都能满享基督救恩的自由！

规条是藉天使设立的，并且甚至算作天使的典章。在歌罗西的异端教导人敬拜天使，以天使为神和人之间的中保。因此，使徒保罗在对付这异端时，揭示一个事实，就是那包含规条的律法，已经被钉在十字架上了，并且那些为首的邪恶天使，也已经被神丢下了。这就剩下基督这独一的中保，祂是一切执政掌权者的元首。亦除灭了敬拜天使的异端。

神在十字架上公开羞辱了那些执政掌权的邪恶天使，仗着十字架在（基督）里面凯旋中向他们夸胜。

神的目的不是要我们遵守规条、仪文，当然祂也不要我们敬拜天使，免得夺去我们的奖赏，亦随着自己的欲心，无故的自高自大。神的愿望乃是要叫我们这些在过犯中死了的人活过来。当祂的生命进到我们里面时，我们复活永生就被点亮点活了。感谢神 ! 奉主耶稣圣名蒙恩! 阿们 !https://youtu.be/anVFANlrmok?list=RDanVFANlrmok

禧年的彰显[227…

🔊 Play 音频 三分钟

「真割礼也是心里的，在乎灵，不在乎仪文。这人的称赞，不是从人来的，乃是从神来的。」【罗2: 29】

神看人『外面作的，不是真割礼；在心里面(作)的，才是。』『在乎灵，不在乎字句仪文的。』所有注意『外面』的 – 人数的多少、配搭的齐全、事务的井然、『真理』的遵守等，都是活在字句的原则中；经不起神的审判，结果必是死亡。所有注意『里面』的 – 圣灵的主权、基督的度量、父神的彰显、教会的实际等，都是活在灵的原则中，必定满了活泼而丰盛的生命。

我们若得了人的称赞，就难得神的称赞。神是要我们『用心灵和诚实拜祂』，但我们却偏偏注重表面工夫，而忽略了灵里的真实。

保罗说：‘你们在祂里面也受了非人手所行的割礼，乃是在基督的割礼里，脱去了肉体的身体。’在基督里的割礼。这是属灵的割礼，基督的割礼，指正确的受浸；这浸藉着基督之死有力的权能，叫人脱去肉体的身体。这与禁欲主义相抵触。

当基督钉在十字架上时，祂的钉死乃是真正的、实际的、宇宙性的割礼。基督的死，我们还需要那灵作大能。若我们没有凭藉基督被钉死救赎在我们身上，这也无法使钉十字架的果效成就在我们身上。

藉着圣灵，基督的钉死才实际，才有效。借着那灵作大能，基督的钉死才能应用到我们身上。然后在那灵的大能之下，我们实际的、实行的受了割礼。这就是在基督里，非人手所行的割礼。这割礼乃是藉着基督的死所成就，并藉着大能的灵所应用、执行并完成的。感谢神 ! 奉主耶稣圣名蒙恩! 阿们 !https://youtu.be/iadNpFO3mPg

禧年的彰显[226…

🔊 Play 音频 三分钟

「要叫他们的心得安慰，因爱心互相联络，以致丰丰足足在悟性中有充足的信心，使他们真知神的奥秘，就是基督；」【西2: 2】

若我们只是浅读圣经的字句，甚难测度基督的奥秘。因着基督住在我们灵里，我们就需要操练我们的灵，方能深度真知神的奥秘、就是基督。绝不可认为基督仅仅是一个慈爱可亲的历史人物。

基督是被钉十字架又复活的那一位，今天活在诸天之上的宝座上，也活在我们的灵里。因此，我们操练灵来接触祂，是极为重要的交通。也必须从全人的最深处向祂敞开，并且呼求祂。我们的灵是全人的最深处，深透我们的心，深透魂的各部分。因此，操练我们的灵就是敞开我们全人的最深处，呼求主耶稣的名，并接触祂活在我们里面的唯一救世主。

我们要认识主基督，就不仅要操练我们的灵，也要叫我们的心得祂的安慰。顾惜和温暖。重点在于我们的心思必须清明自守、坚固信心，我们的情感必须受规律前行，我们的意志也要降服。我们里面的每一部分都必须正确且正常的尽功用。这就是保罗提到完全认识基督是神的奥秘时，说到心要得安慰的原因。

信徒除了直接从神得到安慰与鼓励之外，也要彼此用言语和行为来互相安慰与鼓励。

道理叫人分，爱心叫人合；教会合一与建造的基本要素乃是爱心，而非道理；教会中彼此间的爱心倘若消失，这个教会便会瓦解。身上的任何一个肢体都无法单独存在，我们必须与别的肢体联结在一起；我们甚么时候与教会疏远，甚么时候就开始软弱。教会的合一，信徒们坚固的信心、爱心共同建造在基督里是何其美善 !

基督徒的信心，乃要坚固；当我们已既然接受了主基督耶稣，就当遵祂而行。在祂里面生根建造，信心坚固，正如各人所领的教训，感谢的心也更增长了。

神的奥秘不再是一种隐藏的秘密，而是一种公开的秘密；只要我们进到基督里面，就能得知这个奥秘。最能叫信徒得到心灵的安慰与鼓励的，就是祷告。感谢神 ! 奉主耶稣圣名蒙恩! 阿们 !https://youtu.be/S9ewwMUd9uo

禧年的彰显[225…

🔊 Play 音频 三分钟

「我也为此劳苦，照着祂在我里面运用的大能尽心竭力。」【西1: 29】

基督的奥秘在外邦人中有何等丰盛的荣耀，就是基督在你们心里成了有荣耀的盼望。基督大能在我们里面运行，使我们经历祂的救恩的丰盛。

每一位得救的信徒，多多少少对基督的运行都有经历过。得救不仅是我们罪得赦免，并蒙神称义；那居住在我们里面的基督，也在我们里面运行、鼓励和警醒。保罗为着众圣徒竭力奋斗，乃是照着祂的运行来前进的。

如果我们远离基督在里面的运行。这个缺欠的原因在于缺少祷告。我们需要带着悔改的心到主面前说，‘主阿！赦免我，用你的宝血洁净我。主，我渴慕蒙光照、得洁净、全人透亮。求祢指示我，充满我。’我们若恳切的祷告，基督的运行必不离开我们。

然而神能照着祂的大能运行在我们里面，极其充盈的成就一切，超过我们所求所想的。【弗3: 20】

信徒曾见证：基督的运行加给我力量。我越祷告，祂的运行就倍加给我们力量。若自己挣扎努力太多，而祷告接触主太少。我们必须在祷告中向主敞开，就让基督在我们里面顺畅运行。最终方能照着这运行来竭力奋斗，并将各人在基督里所结成果实献上。

基督身上有运行的大能。祂从死人中复活，叫祂在诸天界里坐在神的右边，并将万有服在祂的脚下的大能。

保罗竭力奋斗，要将别人在基督里成熟的献上；他所作的乃是一个榜样，为着成全圣徒，建造基督的身体。这就是照着基督在我们里面的运行，竭力奋斗，也就是凭着我们里面复活生命而努力的、超越并征服艰难而劳苦。感谢神 ! 奉主耶稣圣名蒙恩! 阿们 !https://www.youtube.com/shorts/G7ayFD50lGo?feature=share

禧年的彰显[224…

🔊 Play 音频 三分钟

「我差你到他们那里去，要叫他们的眼睛得开，从黑暗中归向光明，从撒但权下归向神；又因信我得蒙赦罪，和一切成圣的人同得基业。”」【徒26: 18】

黑暗的权势，乃是指宗教的仪文、外邦人的规条、和智慧派的哲学。保罗将拜偶像、敬拜天使，与哲学、神秘主义、智慧派、禁欲主义相题并论。

宗教的规条、禁欲主义、和哲学都不是邪恶的。有些仪文甚至是根据旧约神的诫命，例如饮食的条例。然而，当保罗说，父拯救了我们脱离黑暗的权势，他是指着仪文、规条、哲学、和禁欲苦行等这些黑暗说的。我们都认为赌场是在黑暗的权势底下。但很少人认为哲学和伦理教训也是这黑暗权势的一部分。

黑暗的权势是指撒但的势力。神是光，而撒但是黑暗。黑暗在那里，死亡就在那里。黑暗抵挡光，而光和生命有关。撒但、黑暗和死亡，与神、光、和生命是相对的。我们乃是蒙召出黑暗、进入神奇妙之光。黑暗就是那死亡的撒但，光乃是那生命的神自己。

我们已经看见，黑暗的权势乃是撒但的国。撒但的国是一个系统。并不是在这系统里的每一件事物都可看出是邪恶的。反之，或者至少是社会部份人的认可。撒但利用各种好坏的事物，把人系统化起来，把人拘禁在他的系统中。

对爱赌博的人，撒但就用赌博把他们系统化起来。因此，在他的国中有一个赌博的部门。然而，撒但知道有些人欣赏知识；为了将他们系统化，撒但在他的国里就有一个知识的部门。大多数的人定罪赌博，但几乎没有人定罪知识的犯罪。

撒但国度的另一个部门是哲学。保罗说到黑暗的权势之后，接着题到规条、仪文、哲学、和世上的蒙学，这些都是撒但权势的各方面。今天有许多人在撒但的权下受哲学的控制影响。故此，要领一个赌徒归向基督，常常要比领一个热中哲学的人来得容易。

在中国，我们发现很难带领孔子的跟从者归向基督。撒但利用儒家的伦理教训来系统化、并控制人的思维。并藉着伦理的哲学，将人控制在他的黑暗权势下。愿神的光照亮黑暗。感谢神 ! 奉主耶稣圣名蒙恩! 阿们 !https://www.youtube.com/shorts/OPwVQAyae1s?feature=share

Family Tr…

NTHONY DILELLO, an individual residing in the City of Calgary, in the Province of Alberta (the “Settlor”)

– AND –

PETER MAY SOONG TONG, an individual residing in the Hamlet of De

Winton, in the Province of Alberta, Canada

ENG CHOO GRACE TONG, an individual residing in the Hamlet of De

Winton, in the Province of Alberta, Canada

TIMOTHY YI SIN TONG, an individual residing in the Hamlet of De

Winton, in the Province of Alberta, Canada

CALVIN YI YI TONG, an individual residing in the City of Calgary, in the

Province of Alberta, Canada

(together, the “Original Trustees”).

WHEREAS

1. The Settlor settled the Trust for the benefit of the Beneficiaries and appointed the Original Trustees

to receive and hold the Trust Property on the Settlement Date.

1. The Settlor has transferred the Settlement Property to the Original Trustees as of the Effective

Date.

1. The Original Trustees have agreed to act as Trustees under this Deed and to accept and hold the

Trust Property.

AGREEMENT

The Parties agree as follows:

1. Definitions

In this Deed, unless the context otherwise requires, the following terms have the following

meanings:

1.1 “Act” means the Trustee Act, SA 2022, c T-8.1;

1.2 “Adult” means any individual who has attained the age of majority;

1.3 “Beneficiary” or “Beneficiaries” means the Income Beneficiaries, the Capital

Beneficiaries and the Contingent Beneficiaries as set out in Schedule A, being the person

or persons who are entitled to any benefit hereunder, whether such benefit is contingent

or absolute and whether such benefit is a right to receive Net Income or capital or is an

interest in Net Income or capital of the Trust Property, but does not include an Excluded  Person;

2 。KPMG Law LLP    1379-3129-1674, v. 6

1.4 “Calvin” means “Calvin Yi-Yi Tong”, one of the Original Trustees;

1.5 “Capital Beneficiaries” means the persons named as such in Schedule A;

1.6 “child” or “children” has the meaning set out in Schedule A;

1.7 “Contingent Beneficiaries” means the persons named as such in Schedule A;

1.8 “Deed” means this Deed of trust constituted by the agreement of the Settlor and the

Original Trustees as it relates to the Trust;

1.9 “Divestiture Date” means, in relation to any Beneficiary, the day prior to the date upon

which:

(a) the Beneficiary separates from his or her spouse and there is no reasonable

prospect that they will resume cohabitation, as determined by the Trustees;

(b) the Beneficiary or his or her spouse is granted a decree of divorce;

(c) the Beneficiary’s marriage is declared a nullity;

(d) the Beneficiary or his or her spouse commences an application under the FPA or

any statute similar to it, or commences any proceeding relating to:

(i) support obligations;

(ii) custody or any other matter pertaining to any child of their relationship;

(iii) the ownership or division of property; or

(iv) any other matter in the settlement of their affairs, whether or not such

proceeding is based upon a resulting trust, constructive trust or any other

trust, unjust enrichment, or quantum meruit;

(e) the Beneficiary becomes bankrupt or is deemed by law to have become bankrupt;

(f) the Beneficiary transfers or encumbers his or her income or other interest in the

Trust Property, without the prior written consent of the Trustees (for this purpose,

the Trustees may give or withhold such consent as determined by the Trustees in

their sole discretion);

(g) the Beneficiary has done any act or allowed any act to be done whereby his or her

income or other interest in the Trust Property would become vested in or be

payable to some other person, without the prior written consent of the Trustees

(for this purpose, the Trustees may give or withhold such consent as determined

by the Trustees in their sole discretion);

(h) the Trustees in their discretion determine that the Beneficiary:

(i) uses or consumes any legal or illegal substance so as to be physically or

psychologically dependent upon that substance; or

(ii) is dependent upon the use or consumption of alcohol or any other legal or

illegal drug or chemical substance that is not prescribed to him or her by a

3。KPMG Law LLP

1379-3129-1674, v. 6

board-certified medical doctor or psychiatrist in a current program of

treatment supervised by such doctor or psychiatrist,

(iii) and as a result, in the Trustees’ sole discretion, the Beneficiary is unable

to care for himself or herself or is unable to manage his or her financial  affairs; or

(i) the Beneficiary becomes non-resident of Canada or becomes a citizen or green

card holder of the United States of America;

(j) the Beneficiary is in a conjugal relationship with another person and does not have

a legally valid cohabitation, prenuptial or postnuptial agreement approved in writing  by the Trustees;

and for greater certainty, a Beneficiary can experience more than one Divestiture Date,

and a Divestiture Date can occur during a Divestiture Period.

1.10 “Divestiture Period” means, in relation to a particular Divestiture Date of any Beneficiary,

the period of time commencing upon the particular Divestiture Date and continuing until

one or more of the following events occur:

(a) in the case where the particular Divestiture Date is caused by any of the events

described in paragraphs 1.9(a) to 1.9(d), all claims of the Beneficiary’s spouse or

former spouse to the Trust Property pursuant to any application or proceeding

have been satisfied, have lapsed, become void, are discontinued, or become  unenforceable;

(b) in the case where the particular Divestiture Date is caused by the events described

in paragraph 1.9(e), the Beneficiary ceases to be bankrupt;

(c) in the case where the particular Divestiture Date is caused by the events described

in paragraph 1.9(f), the transfer or encumbrance of the Beneficiary’s interest in the

Trust Property made without the prior written consent of the Trustees has become

void, satisfied, discharged, or unenforceable, or the Trustees have provided

subsequent written consent to the transfer or encumbrance, such consent to be

given or withheld in their sole discretion;

(d) in the case where the particular Divestiture Date is caused by the events described

in paragraph 1.9(g), the act done or allowed to be done by the Beneficiary whereby

such Beneficiary’s interest in the Trust Property would become vested in or be

payable to some other person, without the prior written consent of the Trustees

has become void, satisfied, discharged or unenforceable, or the Trustees have

provided subsequent written consent to the act done or allowed to be done, such

consent to be given or withheld in their sole discretion;

(e) in the case where the particular Divestiture Date is caused by the events described

in paragraph 1.9(h), the Trustees in their discretion determine that the Beneficiary

is managing the physical or psychological dependence through a treatment

program approved by the Trustees and reporting to the Trustees regularly on their

progress (the form, content and frequency of such reports to be determined by the

Trustees, in their sole discretion) and they are able to care for themselves and able

to manage their financial affairs;

(f) in the case where the particular Divestiture Date is caused by the events described

in paragraph 1.9(i), either (i) the Beneficiary resumes residency in Canada, or (ii)

4。KPMG Law LLP

1379-3129-1674, v. 6

the Trustee makes a declaration in writing that the particular Beneficiary is deemed  not to be in a Divestiture Period as a result of paragraph 5.12 for a period of time stipulated in the declaration; or

(g) in the case where the particular Divestiture Date is caused by the events described

in paragraph 1.9(j), the Beneficiary enters into legally valid cohabitation, prenuptial

or postnuptial agreement approved in writing by the Trustees.

1.11 “Division Date” means the earliest of:

(a) the date that is one day before the twenty-first anniversary of the Settlement Date

unless the Trustees determine that it would be advisable to defer the distribution

of the Trust Property to a date after the twenty-first anniversary of the Settlement  Date;

(b) a date that the Trustees designate in writing as the Division Date; and

(c) the date that is one day before the Perpetuity Date.

1.12 “Excise Tax Act” or any reference to a specific provision thereof means the Excise Tax

Act (Canada), RSC 1985, c E-15, as amended from time to time, or any legislation of the

Parliament of Canada from time to time in force of like or similar effect and legislation of

any territory or province of Canada from time to time in force of like or similar effect;

1.13 “Excluded Person” means:

(a) the Settlor of this Trust;

(b) any person who is, at the particular time, a “designated person” within the meaning

of subsection 74.5(5) of the ITA with respect to the Settlor; and

(c) any other person designated by the Trustees of this Trust to be an Excluded

Person;

1.14 “FPA” means the Family Property Act, RSA 2000, c F-4.7 or any similar legislation of any

jurisdiction in which the Beneficiaries are residing, as amended from time to time;

1.15 “Grace” means “Eng Choo Grace Tong”, one of the Original Trustees;

1.16 “grandchild” or “grandchildren” has the meaning set out in Schedule A;

1.17 “incapable” or “incapacity” with respect to an individual means a person determined to be

mentally incapable of handling his or her financial affairs by a court, other authority with

the statutory jurisdiction to make such a determination, or by the written opinion of a

physician; or in the event the individual will not consent to visit a physician for the purpose

of assessment, the Trustees, in their discretion, may determine that the individual is  incapable;

1.18 “Income Beneficiaries” means the persons named as such in Schedule A;

1.19 “ITA” or any reference to a specific provision thereof means the Income Tax Act (Canada),

RSC 1985, c 1 (5th Supp), as amended from time to time, or any legislation of the

Parliament of Canada from time to time in force of like or similar effect and legislation of

any Province of Canada from time to time in force of like or similar effect; 1.20 “ITR” means the Income Tax Regulations, CRC 1979, c 945, as amended from time to  time;

1.21 “Major Matter” means the matters which require unanimous agreement of Trustees to pass

set out in Schedule A;

1.22 “Net Income” in respect of any year, means all income determined for such year, derived

from the Trust Property, including capital dividends, and all amounts included in computing

the income of the Trust as determined for the purposes of the ITA, including, without limiting

the generality of the foregoing any taxable capital gains (within the meaning assigned

under the ITA) earned or realized by or in respect of the Trust Property, deemed dividends

resulting from the redemption or repurchase or shares, or “phantom income” (i.e. income

recognized for income tax purposes without the Trust being in receipt of a corresponding

amount of cash or property), less the aggregate of:

(a) any and all expenses incurred or payable in respect of or to protect the Trust

Property or incurred or payable in connection with the management and

administration of the trusts herein contained, as determined by the Trustees to be

chargeable to income;

(b) such further or other sums in each year as the Trustees in their sole discretion

consider to be proper allowances, reserves, deductions, disbursements and

outgoings in accordance with generally accepted accounting principles; and

(c) without limiting the generality of the foregoing, such sum in each year as the

Trustees shall in their absolute discretion consider necessary and advisable from

time to time as being on account of depletion, deterioration or obsolescence of any

of the assets comprising the Trust Property;

1.23 “Perpetuity Date” means the twenty-first anniversary of the death of the last survivor of

the Settlor, Original Trustees and the individual Beneficiaries who are alive on the

Settlement Date;

1.24 “Peter” means “Peter May Soong Tong”, one of the Original Trustees;

1.25 “Routine Matter” means the matters which require a simple majority of Trustees to pass

set out in Schedule A;

1.26 “Settlement Date” means the effective date of this Deed and is a day on or after which the

Settlement Property has been transferred and delivered by the Settlor to the Original

Trustees to settle the Trust and which is more particularly described in Schedule A;

1.27 “Settlement Property” means the property which has been transferred and delivered by

the Settlor to the Trustees to settle the Trust and which is more particularly described in

Schedule A;

1.28 “spouse” has the meaning set out in Schedule A;

1.29 “Temporary Trustee” means a Trustee appointed pursuant to Section 11;

1.30 “Timothy” means “Timothy Yi Sin Tong”, one of the Original Trustees;

1.31 “Trust” means the trust that is the subject of this Deed and for greater certainty includes

the schedules attached hereto;

6。KPMG Law LLP

1379-3129-1674, v. 6

1.32 “Trust Property” means:

(a) the Settlement Property;

(b) all property (both moveable and immoveable, corporeal and incorporeal) acquired

or hereafter paid or transferred to or otherwise vested in and accepted by the

Trustees as additions to the Trust Property and includes cash, securities, estates

and any interests therein of any nature whatsoever;

(c) all Net Income which shall, in accordance with the provisions of this Deed be

accumulated by the Trustees and added to the capital of the Trust;

(d) the non-taxable portion of any capital gain realized on the disposition or deemed

disposition of any assets of the Trust Property or any part of it in a taxation year;

and

(e) any property substituted therefor.

1.33 “Trustee” or “Trustees” means:

(a) the Original Trustees named in this Deed at the date of execution until such time

as they cease to be Trustee as set out in Section 10 hereof;

(b) Temporary Trustees named in this Deed until such time as they cease to be a

Trustee as set out in Section 11 hereof; and

(c) such other Trustees appointed as replacement or as additional Trustees of this  Trust.

2. Interpretation

2.1 The recitals and the Schedule to this Deed form part of this Deed, and any reference to

this Deed includes a reference to the recitals and the Schedule.

2.2 In this Deed:

(a) words signifying the singular include the plural and vice versa;

(b) words signifying gender include masculine, feminine and neutral genders;

(c) words signifying persons include individuals, corporations, partnerships,

associations, trusts, unincorporated organizations, governmental bodies and other

legal or business entities of any kind whatsoever;

(d) the titles and subtitles of this Deed are inserted and included for the purposes of

convenience only and shall not be used in the interpretation or construction of this

Deed; and

(e) where a term is defined in this Deed, derivatives of that term have their

corresponding meanings.

2.3 In this Deed, unless otherwise required by the context:

(a) “capital gain” means both the taxable and non-taxable portion of a capital gain,

determined in accordance with the ITA;

7。KPMG Law LLP

1379-3129-1674, v. 6

(b) “disposition” has the meaning contemplated by the ITA;

(c) “taxation year” has the meaning contemplated by the ITA.

2.4 This Deed is to be interpreted according to the laws of Canada, provided that nothing in

the laws of Canada may alter the definition of “Net Income” in Paragraph 1.21.

2.5 If the sections of the ITA, the ITR or another statute are renumbered after the execution of

this Deed, a reference in this Deed to a section is to be read as a reference to the

corresponding renumbered section.

2.6 All monetary references in this Deed are to Canadian currency.

2.7 Unless otherwise stated, every discretion or power conferred by this Deed on the Trustees

is an absolute and unfettered discretion or power and the Trustees may make any decision

required by this Deed in any manner that the Trustees, in their absolute discretion, consider

advisable.

2.8 Unless otherwise stated, where this Deed permits the Trustees to make any allocations,

declarations, payments or distributions of income or capital to any one or more of the

Beneficiaries, the Trustees may make such allocations, declarations, payments or

distributions in any proportion among the Beneficiaries, and may completely exclude any

one or more of the Beneficiaries.

2.9 Where the Trustees declare an amount of income payable to the Beneficiaries pursuant to

this Deed, that amount is payable, and the Beneficiaries are entitled to enforce payment of

that amount, on December 31 of the year in which it was declared, unless a contrary

intention is expressed by the Trustees at the time of the declaration.

2.10 The Trustees are expressly directed to hold Trust Property on discretionary allocation

trusts.

3. Creation of Trust

3.1 The name of the Trust is the name specified in Schedule A.

3.2 The Parties acknowledge that the Settlor has created the Trust by settling upon the Original

Trustees the Settlement Property, which is to be held by the Trustees on the terms and

conditions set out in this Deed.

3.3 The Trustees must hold the Settlement Property or property substituted therefor at a secure

location in Canada.

3.4 The Trustees accept the trusts, duties and obligations contained in this Deed and agree to

be bound by this Deed.

3.5 The Settlor may settle upon the Trustees additional property, which will form part of the

Trust Property and which must be held by the Trustees on the terms and conditions set out

in this Deed.

3.6 The Trustees may not accept a contribution of any property by any person other than the

Settlor. A contribution of property does not include a loan of money or other property, or a

transfer of property in exchange for fair market value consideration.

8。KPMG Law LLP

1379-3129-1674, v. 6

4. Intention

It is the intention of the Parties that:

4.1 the Trust does not constitute an arrangement under which the Trustees act, or can

reasonably be considered to act, as agents for the Settlor or the Beneficiaries with respect

to any dealing with the Trust Property or any other transaction;

4.2 the Trust be governed by this Deed, with effect as of the date first above written;

4.3 the Trust is to preserve and grow wealth in the Trust for the long-term benefit of all the

Beneficiaries. This intention shall guide the Trustees in their exercise of discretion under

this Deed. The Trust is also intended to provide a means for family governance, for Peter

and Grace to oversee the wealth they have created and for Calvin and Timothy to shepherd

it for their children, while slowly introducing their children as Trustees and owners of the

family legacy; and

4.4 this Trust and its governance structure, including the Trustee Appointment Protocol in

Schedule D, was established in the spirit of encouraging family compromise. It is the goal

that the children and grandchildren of Timothy and Calvin work together to advance each

others’ interests and build a common legacy, going to all lengths to avoid conflict or

contention.

[NTD: consider if a statement of intention around what “fairness” means is

warranted. For example, is fairness treating both branches of the family equally, or

treating each person of a particular generation equal?]

5. Investments, Payments and Distributions

The Trustees must hold the Trust Property in trust and administer it on the following terms with

respect to investments, payments and distributions:

5.1 Subject to the other provisions of this Section, the Trustees are to invest and keep invested

all portions of the Trust Property, after paying any expenses or liabilities of the Trust on a

current basis as they become due.

5.2 The Trustees shall retain in its original form some amount of the Settlement Property

settled upon the Trust.

5.3 Subject to the other provisions of this Section, until the Division Date, the Trustees may

allocate, declare payable, pay or distribute:

(a) All or part of the Net Income as they deem advisable, to or for the benefit of any

one or more of the Income Beneficiaries; and

(b) All or part of the capital of the Trust as they may deem advisable, to or for the

benefit of any one or more of the Capital Beneficiaries.

Any Net Income not declared payable, paid or distributed to or for the benefit of a

Beneficiary, in a taxation year of the Trust, net of any taxes payable by the Trust on that

Net Income, is to be accumulated by the Trustees and added to the capital of the Trust at

the beginning of the subsequent taxation year. In making any such payment of the Net

Income or capital of the Trust, the Trustees may, in their absolute discretion, completely

exclude any one or more of the Beneficiaries. The Trustees are further authorized to make

any payment or distribution of Net Income or capital of the Trust to any Beneficiary in cash,

9。KPMG Law LLP

1379-3129-1674, v. 6

in kind, in specie or by the issuance of a promissory note, with or without interest, as the

Trustees in their discretion deem advisable. In the event that a demand promissory note is

issued to any Beneficiary, the Trustees shall be entitled to retain and invest such amount

in the Trust in accordance with the terms hereof.

5.4 Notwithstanding the generality of Paragraph 5.3 above, the Trustees may encroach upon

the Trust Property to such an extent that the Trust Property is completely exhausted.

5.5 In considering any allocation, payment, or distribution of income or capital to any

Beneficiary, the Trustees are directed to consider payments and distributions that such

Beneficiary has received or will receive from any other trusts in which the Beneficiary is a

beneficiary before making any such allocation, payment or distribution from this Trust. The

Trustees are entitled to request of any Beneficiary information as to allocations, payments,

or distributions that such Beneficiary has received or expects to receive from any other

trusts and such Beneficiary shall provide such information to the Trustees to aid the

Trustees in their discretion under this Trust. Failure to provide the information may form

the basis of a decision by the Trustee not to make a distribution under this Trust.

5.6 Subject to the other provisions of this Section and Section 6, on the Division Date the

Trustees must distribute the whole of the Trust Property then remaining, less any debts

and other liabilities properly chargeable to the Trust Property, as follows

(a) first, in satisfaction of amounts made payable to Beneficiaries and not yet paid;

(b) second, the Net Income (if any) of the Trust for the taxation year that includes the

Division Date, to or for the benefit of one or more of the Income Beneficiaries in

such proportions as the Trustees in their absolute discretion determine, including

to the complete exclusion of any one or more of the Income Beneficiaries, if there

is at that time more than one Income Beneficiary;

(c) third, the capital of the Trust to or for the benefit of any one or more of the Capital

Beneficiaries, in such proportions as the Trustees in their absolute discretion

determine, including to the complete exclusion of any one or more of the Capital

Beneficiaries, if there is at that time more than one Capital Beneficiary.

5.7 Subject to the other provisions of this Section, if the Trustee fails to make such a

determination for division of the Trust Property on the Division Date, the Trust Property

then remaining, less any debts and other liabilities properly chargeable to the Trust

Property, will be distributed on the Division Date to the Capital Beneficiaries and Contingent

Beneficiary, as follows:

(a) first, in satisfaction of amounts made payable to Beneficiaries and not yet paid;

(b) second, equally among the children who are Beneficiaries and who are alive at the

Division Date. If any of the children were Beneficiaries but are deceased on the

Division Date and has left one or more surviving children, such deceased person’s

share shall be transferred equally to such deceased person’s children who are

Beneficiaries at the Division Date;

(c) third, if one or more of the children who are Beneficiaries is deceased on the

Division Date and leaves no children surviving, the share of such deceased person

shall be transferred to the survivors of the children who are Beneficiaries; and

(d) fourth, for certainty, if before the Division Date, all the children and grandchildren

who are Beneficiaries have died, then on the Division Date the Trust Property shall

10。KPMG Law LLP

1379-3129-1674, v. 6

be divided among one or more Contingent Beneficiaries, as determined by the

Trustees.

5.8 If legal title to any part of the Trust Property remaining on the Division Date is not

transferred to the applicable Beneficiary on the Division Date, then from the Division Date

until the time at which legal title to that part of the Trust Property is transferred to the

applicable Beneficiary:

(a) the Trustees hold that part of the Trust Property as agents and bare trustees (and

not in their capacity as Trustees) for, and on behalf of, the applicable Beneficiary;

(b) any revenue from that part of the Trust Property accruing after the Division Date

and collected by the Trustees will belong to, and must be paid to, the applicable

Beneficiary; and

(c) any expenses in respect of that part of the Trust Property incurred by the Trustees

after the Division Date will be for the account of, and must be reimbursed by, the

applicable Beneficiary and, to the extent that such expenses are not reimbursed,

the Trustees are entitled to set off such expenses against income payable to that

Beneficiary pursuant to Paragraph 5.8(b) and retain property equal to the amount

of such expenses from that part of the Trust Property as payment for those

expenses.

5.9 Subject to the provisions of this Section, the Trustees’ discretion as to the allocation,

declaration as payable, payment, or distribution of income or capital to or for the benefit of

any of the Beneficiaries is absolute and unfettered and all exercises of the discretion are

binding upon all the Beneficiaries and may not be subject to question or review by any

person, official, authority, court or tribunal even though the effect is to confer a

disproportionate advantage on any one or more of the Beneficiaries, or could otherwise be

considered, but for the foregoing, as not being an impartial exercise by the Trustees of their

discretion or duties under this Deed or as not maintaining an even hand among the

Beneficiaries.

5.10 No income or capital of the Trust may be allocated, declared payable, paid or distributed,

or otherwise made available, to or for the benefit of a Beneficiary, in his or her capacity as

a beneficiary of the Trust, while the Beneficiary is an undischarged bankrupt or while the

Beneficiary is involved in separation, divorce or other matrimonial proceedings or otherwise

in a Divestiture Period.

5.11 The Trustees may, but only after taking into consideration the tax implications, allocate,

declare payable, pay, distribute or otherwise make available any income of the Trust to or

for the benefit of a Beneficiary while the Beneficiary is under the age of majority.

5.12 The Trustees may, but only after taking into consideration the tax implications, allocate,

declare payable, pay, distribute or otherwise make available any income or capital of the

Trust to or for the benefit of a Beneficiary while the Beneficiary is a non-resident of Canada

for the purposes of the ITA, while complying with paragraph 1.10(f), if required.

5.13 Until such time (if any) as an amount of income or capital is allocated or declared payable

by the Trustees to or for the benefit of a Beneficiary, the interests of that Beneficiary in the

Trust Property or any income derived from the Trust Property is merely contingent and not

vested or subject to divestment. As such, no Beneficiary has any right or power to

anticipate, pledge, assign, sell, transfer, alienate or encumber his or her interests in the

Trust Property or any income derived from the Trust Property in any way, nor is any such

interest in any manner liable for or subject to the debts, liabilities or obligations of any

11。KPMG Law LLP

1379-3129-1674, v. 6

Beneficiary or claims of any sort against a Beneficiary. No Trustee shall participate in any

attempt by a Beneficiary to deal with his or her interest in any manner that is precluded by

this provision.

5.14 The Settlor may not at any time or in any circumstance become a Beneficiary under this

Deed.

5.15 Peter or Grace may prepare a letter of wishes to provide guidance to the Trustees

regarding such suggestions as, without limitation, the payments to be made from the

income and capital of the Trust to the Beneficiaries, the distribution of the Trust Property,

and/or the intention for the future of the Trust, and such letter of wishes shall guide the

Trustees in their management and administration of the Trust. The Trustees may consider

the wishes of Peter and Grace but shall not be bound by them.

6. Incapacity and Divestiture

6.1 During any period of time that one or more Divestiture Periods are in effect, in respect of a

particular Beneficiary:

(a) the Trustees shall not distribute, allocate or apply any of the Net Income to the

particular Beneficiary;

(b) the Trustees shall not distribute, allocate or apply any of the capital of the Trust to

the particular Beneficiary; and

(c) any right of the particular Beneficiary to receive any income or capital of the Trust

Property as a result of any discretion exercised by the Trustees shall be

enforceable only until the earliest Divestiture Date. So long as one or more

Divestiture Periods continues, the right of the said Beneficiary to receive income

or capital and all claims of the said Beneficiary shall cease and the income or

capital of the claims shall no longer be payable to or belong to the said Beneficiary

until all Divestiture Periods have terminated. Upon the expiration of a Divestiture

Period, the right of the said Beneficiary to receive income or capital and the claims

shall revive and the income or capital may again be payable to the said Beneficiary

subject to the discretion of the Trustee unless the Divestiture Date shall reoccur

whereupon the right of the said Beneficiary to receive income or capital and the

claims shall again cease during the Divestiture Period and so on from time to time.

6.2 Notwithstanding the above, the Trustees may in their absolute discretion in relation to a

Beneficiary in a Divestiture Period as a result of the provisions of Paragraphs 1.9(h):

(a) distribute such part of the income or capital as they shall deem advisable for the

benefit, support, maintenance, advancement or education of the said Beneficiary

but only for such Beneficiary personally;

(b) pay income or capital or any part thereof to any other Beneficiary hereunder for

such purpose and on such terms and conditions as they may think proper to

prescribe; or

(c) retain and dispose of such income or capital partly in one manner as aforesaid and

partly in another or others.

6.3 On the day prior to the Division Date, the Trustees have the discretion to declare any or all

Divestiture Periods in respect of any Beneficiaries terminated. Notwithstanding section

8.14, if a Trustee is a Beneficiary who is in one or more Divestiture Periods, such Trustee

12。KPMG Law LLP

1379-3129-1674, v. 6

will be subject to a conflict of interest and thus may not participate in the decision to

terminate any Divestiture Periods in respect of themselves.

7. Power and Authority of the Trustees

7.1 Subject to any limitations imposed by law, the Trustees have, without other or further

authorization and free from any power or control on the part of the Beneficiaries, the

exclusive and absolute power, control and authority over the Trust Property and the

administration of the Trust to the same extent as if the Trustees were the absolute owners

of the Trust Property in their own right including, without limiting the generality of the

foregoing, the specific powers (as to which their judgment shall be final and conclusive

upon all interested parties, such that no person dealing with them shall need to inquire into

the propriety of their action) enumerated in Schedule B of this Deed.

8. Privileges, Rights, Duties and Decisions of Trustees

8.1 In the administration of the Trust, the Trustees must act in good faith and in accordance

with the terms of the Deed, the best interests of the Beneficiaries and the Act. In the

performance of a duty or the exercise of a power, whether the duty or power arises by

operation of law or the Deed, the Trustees must exercise the care, diligence and skill that

a person of ordinary prudence would exercise in dealing with the property of another

person. However, if, because of a Trustee’s profession, occupation or business, a Trustee

other than an Original Trustee possesses or ought to possess a particular degree of skill

that is relevant to the administration of the Trust and is greater than that which a person of

ordinary prudence would exercise in dealing with the property of another person, the

Trustee must exercise that greater degree of skill in the administration of the Trust. For

greater certainty, an Original Trustee must exercise the care, diligence and skill that a

person of ordinary prudence would exercise in dealing with the property of another person

in the performance of a duty or the exercise of a power.

8.2 In accordance with the Act, the Trustees shall not be bound in any case to act personally

but shall be at full liberty to act through managers or to engage any contractor, manager,

solicitor, accountant, lawyer or other professional, investment manager or

advisor/counsellor, clerk, employee, or any agent to transact all or any business of

whatever nature which they are required or permitted to do including the receipt and

payment of money and the Trustees shall decide the remuneration to be allowed and paid

and all charges and expenses so incurred will be paid by the Trust out of the Trust Property,

Net Income or commercial rate loans, as determined by the Trustees in their sole

discretion, such charges and expenses to be separate and apart from the compensation

to which the Trustees are otherwise entitled.

8.3 The Trustees shall provide for the safekeeping of all documents of title and securities which

form the subject of this Trust, and may, at the expense of the Trust (which expense may

include any charges for the safe custody of securities and the collection and remittance of

income) deposit the same in the custody of any bank, banking company, corporate trustee,

stockbroker or other organization in any part of the world that undertakes the safe custody

of securities as part of its business, but so that the Trustees shall not be in any way

responsible for any loss or damage of any kind whatsoever arising out of or occasioned by

such deposit.

8.4 The Trustees shall keep or cause to be kept proper and accurate records and books of

account reflecting truly and accurately their administration of the Trust Property. The

Trustees may have the accounts audited at the expense of the Trust Property or the Net

Income thereof as the Trustees may determine by a firm of chartered professional

accountants selected by the Trustees. The Trustees shall have no obligation to inform any

Beneficiary of his or her interest in the Trust save upon enquiry by the Beneficiary. The

13。KPMG Law LLP

1379-3129-1674, v. 6

Trustees shall have no obligation to volunteer their accounts or any other information to

the Beneficiaries. Under no circumstances shall the Trustees be compelled to disclose any

document or information pertaining to their reasons for exercising or declining to exercise

any discretion or power under the Trust. The Trustees may decline to disclose accounts or

other documents or information to which a Beneficiary may otherwise be entitled if it

appears to the Trustees that the Beneficiary or the Beneficiaries as a whole, as the case

may be, would not be best served by disclosure.

8.5 Any Trustees and any officer or employee of a corporate trustee may act as an officer,

manager or employee of any company, the shares or debentures of which may constitute

or form part of the Trust Property, or as an officer, manager, or employee of any subsidiary

or holding company of any such company, and may retain for themselves any remuneration

which he or she may receive as such officer, manager or employee, notwithstanding that

any votes or other rights attaching to such shares or debentures may have been

instrumental in obtaining or maintaining such position, without needing to seek out more

qualified individuals for such positions.

8.6 The Trustees must exercise the powers and perform the duties of the office of trustee solely

in the interests of the Beneficiaries. Except as outlined below, the Trustees must not

knowingly permit a situation to arise in which the Trustees’ personal interests conflict in

any way with the Trustees’ exercise of the powers or performance of the duties of the office

of Trustees or in which the Trustees may derive any personal benefit or a benefit for any

other person. Notwithstanding the foregoing, any Trustees may transact business on behalf

of this Trust or any Beneficiary with any corporation or partnership in which any of the

Trustees is an officeholder or shareholder or partner or is otherwise financially interested

or with any person or firm holding shares or being otherwise financially interested in the

Trust without being liable to account for any profit accruing to the Trustees as such

officeholder, shareholder or partner as a result of such business, and any of the Trustees

may hold office in any corporation, shares or securities which comprise or form part of the

Trust Property, and shall not be liable to account to this Trust for any salary, fee or profit

received by them as such an officeholder.

8.7 The Trustees shall not be required to interfere in the management of any corporation or

subsidiary which the Trustees (or any one or more of them) directly or indirectly control.

The Trustees may leave the management (including the payment of dividends) wholly to

the directors of such corporation so long as they have no notice of any active dishonesty

or misappropriation of monies on the part of such directors. No beneficiary shall be entitled

to require the distribution of dividends by any corporation the shares of which form part of

the Trust Property or to require the Trustees to exercise any powers they may have to

compel such distribution, even if the Trustees are all directors of such corporation.

8.8 Any Trustees being a bank, chartered professional accountant, lawyer or other person or

corporation engaged in any profession or business shall be entitled to charge and be paid

reasonable professional or other charges for services done by them or their firm or it, in

relation to the Trust, including a fee for acting as Trustees.

8.9 All property from time to time constituting the Trust Property shall be held by and registered

in the name of the Trust or in one or more of the Trustees or in the name of their nominee

or nominees or otherwise as the Trustees may deem expedient.

8.10 The Trustees are not required to provide a bond or other security for the due and faithful

administration of the Trust Property or for the discharge of the trusts declared in this Deed.

8.11 The Trustees may, by power of attorney, appoint an attorney to exercise specified powers

or perform specified duties of the Trustees for a specified period of time, when the Trustees

are unable to exercise the specified powers or perform the specified duties and where the

14。KPMG Law LLP

1379-3129-1674, v. 6

employment of an agent or appointment of a Temporary Trustee is impractical, in

accordance with the Act.

8.12 Where there is more than one Trustee, the Trustees may divide the duties of their offices

among themselves as they may deem advisable.

8.13 Any decision or determination of the Trustees may be made by a resolution of the Trustees,

regardless of whether that resolution is passed at a meeting of the Trustees or is set out in

writing.

8.14 If any difference of opinion arises at a meeting of the Trustees in respect of any decision,

or act, or in the execution of the trusts declared in this Deed:

(a) A Routine Matter is to be decided by a simple majority of the Trustees;

(b) A Major Matter is to be decided by unanimous agreement of the Trustees;

(c) Any deadlock of the Trustees on a matter that requires resolution, but cannot reach

the requisite threshold above under paragraph (a) and (b) for any option, shall be

resolved pursuant to the dispute resolution provisions in section 17; and

(d) There shall be deemed to be no conflict of interest notwithstanding any one or

more of the Trustees in the majority may be personally interested in the matter in

dispute or in question.

8.15 Any Trustee and any other person entitled to attend a meeting of the Trustees may

participate in an electronic meeting of the Trustees by means of telephone or

videoconference that permits all persons participating in the meeting to hear each other

and a Trustee or other person participating in a meeting by those means is deemed to be

present in person at the meeting.

8.16 A resolution in writing signed by or on behalf of all the Trustees, without meeting together,

whether embodied in the form of a resolution or in the form of minutes of a notional meeting

of the Trustees, is as valid and effectual as if it had been passed at a meeting of the

Trustees held as of the date stated in the resolution. A resolution in writing may be signed

in one or more counterparts, all of which together constitute the same resolution. A

facsimile or electronic copy of a signed counterpart is as valid as an originally signed

counterpart. Alternately, a Trustee may confirm his or her assent to a resolution by letter,

fax, email or other transmission to that effect.

8.17 If there are two or more Trustees, any contract, document, cheque or other instrument in

writing requiring execution and delivery by the Trust may be signed and delivered by any

two of the Trustees, provided that the Trustees may, in writing, unanimously authorize any

one of the Trustees to sign and deliver the contract, document, cheque or other instrument.

Any contract, document or other instrument (except a cheque or other negotiable

instrument) requiring signature by two or more of the Trustees may be signed in one or

more counterparts. A facsimile or electronic copy of a signed counterpart is as valid as an

originally signed counterpart.

8.18 The Trustees from time to time may make rules or by-laws governing the procedures for

the convening and conduct of their meetings, the preparation and retention of minutes of

their meetings, the passage of resolutions and the administration of the Trust’s affairs.

8.19 Subject to Section 8.9, legal title to all the Trust Property is to be vested in the Trustees

and their successors until disbursement or distribution.

15。KPMG Law LLP

1379-3129-1674, v. 6

8.20 Subject to the other provisions of this Deed:

(a) while the Trustees may consider any recommendations, requests or instructions

provided to them, the Trustees are not required to follow any of those

recommendations, requests or instructions; and

(b) all final decision-making power and functions rests with the Trustees, and not with

the Settlor, any protector appointed by the Settlor, the Beneficiaries, or any other

person.

9. Liability of Trustees

9.1 No Trustee may be held liable for any loss or damage arising as a result of his or her

concurring, or refusing or failing to concur, in any exercise of any discretion or power

conferred by this Deed on the Trustees.

9.2 The Trustees are not responsible to account for any money or other property, except to the

extent that such money or other property has actually been received by the Trustees or by

any of them on behalf of the Trustees. The Trustees are not responsible for any error in

judgment or for any act of omission or commission not amounting to actual fraud, willful

misconduct or willful breach of the trusts declared in this Deed, in the management,

investment or administration of the Trust Property. The Trustees are not personally liable

for any money that may become due as a result of any claim against the Trust Property or

as a result of any investment made by the Trustees under this Deed. The Trustees have

the power to bind the Trust Property without rendering themselves personally liable.

9.3 The Trustees are not responsible for any loss or damage arising by reason of:

(a) an improper investment made in good faith; or

(b) the negligence or fraud of any agent retained, in good faith, by the Trustees.

In the event that liability for loss or damage is imposed in respect of Paragraph (a) in this

Subsection, the overall performance of the investments must be taken into account, and

the Trustees are entitled to be indemnified out of the Trust for the loss resulting to the

Trustees from such liability.

9.4 The Trustees are not responsible for the form, authenticity, validity, sufficiency or effect of

any life insurance policy at any time included in the Trust Property, for the act of any person

which may render any such policy null and void, for the failure of the insurance company

or issuing body to make payment under such policy when due and payable or for any delay

occasioned by reason of any restriction or provision contained in any such policy, or if for

any reason (other than the failure to pay premiums as provided for in this Deed) any policy

lapses or otherwise becomes uncollectible. The Trustees are liable for the payment of

premiums only to the extent of the assets comprising the Trust Property available from time

to time for the payment of premiums.

9.5 The Trustees may rely and act upon any affidavit, certificate, letter, notice, or other paper

or document or upon any telephone conversation, or any other oral or written evidence

believed by them to be sufficient, which they believe to be genuine, and shall not have

liability for any payments or distributions made in good faith pursuant to such reliance and

without actual notice or knowledge of any changed condition or status of person receiving

payments or other distributions upon a condition.

16，KPMG Law LLP

1379-3129-1674, v. 6

9.6 The Trustees shall have a first and paramount lien charged on all of the Trust Property

(subject only to any specific charge or security from time to time given by them in carrying

out this Trust) as security for the payment of all sums and monies that the Trust is charged

with paying to them pursuant to the indemnities and protection of their personal assets as

provided in this Deed. Such lien shall extend to cover and include the capital of the Trust,

the income therefrom, and the future income of the Trust.

9.7 For the purpose of enforcing such lien as set out in Subsection 9.6, and in the event that

the cash, or income or capital of the Trust in the hands of the Trustees is at any time

insufficient for the payment of monies properly due to the Trustees as provided in this

Deed, or as provided by law, then the Trustees shall be entitled to sell all or such portion

of the Trust Property as may be necessary to pay and discharge the monies so payable,

and to use the proceeds of any such sale for such purposes.

9.8 Nothing contained in this Deed shall be construed as requiring the Trustees to enter into

any personal obligation or liability in dealing with the Trust Property, or to make themselves

liable for any damages, costs, expenses, liens, fines or penalties which may accrue or be

incurred with respect to the Trust Property, or to do anything in connection with the

management or control thereof, or the payment of any taxes or insurance, except to the

extent of the money in their hands by way of income from or capital of the Trust Property

or on payment to them of all monies necessary to perform the said acts.

9.9 The Trustees shall not be personally liable upon any monies to become due or by any

claims against the Trust or upon any investment executed by the Trustees under the

provisions hereof, but the Trustees shall have the power to bind the Trust Property without

rendering themselves personally liable. The legal title to all Trust Property shall be and

remain vested in the Trustees and their successors until the termination of the Trust as

provided by this Deed.

9.10 No Trustees shall be liable for any breach of trust occasioned by any co-Trustees except

to the extent a Trustee had actual knowledge of a co-Trustee’s breach of trust and did not

act to prevent or correct a loss to the Trust Property.

9.11 The provisions of this Deed shall not be construed as imposing an obligation on the

Trustees to make the Trust Property productive or to increase the Trust Property, provided

that the Trustees comply otherwise with the provisions hereof and that they act with

prudence and diligence in the best interests of the Trust and the Beneficiaries.

9.12 The Trustees (including any former Trustees) are to be indemnified from the Trust Property

for any liability, claim, suit, damages, costs, loss, duty, tax, or imposition arising in

connection with the Trust Property, including legal fees on a full indemnity solicitor and his

or her own client basis, to defend any claims, and such legal fees shall be paid by the Trust

on a full indemnity solicitor and own client basis, unless the Trustees have been found by

a court to have committed an act of fraud, willful misconduct or willful breach of the trusts

declared in this Deed.

10. Removal, Retirement, Replacement and Appointment of Trustees

10.1 There shall at all times be a minimum of one (1) Trustee and a maximum of (4) Trustees.

10.2 No person, other than an Original Trustee, shall be appointed to hold office as Trustee if:

(a) Non-Resident. That person is not a resident of Canada, unless the Trustees

determine that it is in the best interests of the Trust to appoint a non-resident;

17，KPMG Law LLP

1379-3129-1674, v. 6

(b) Convicted of Certain Offences. That person is a corporation or an individual that

has been convicted of an offence involving dishonest conduct under an act of

Canada or any province or territory of Canada or a corporation controlled by an

individual that has been convicted of an offence involving dishonest conduct under

an act of Canada or any province or territory of Canada; or

(c) Bankruptcy. That person is a corporation or an individual that is an undischarged

bankrupt or a corporation controlled by an individual that is an undischarged

bankrupt.

10.3 Disqualified Trustees. A Trustee hereunder shall be disqualified from being a Trustee if:

(a) they cease to be a resident of Canada, unless the Trustees determine that it is in

the best interests of the Trust to appoint a non-resident;

(b) being an individual, the Trustee dies or is found to be incapable;

(c) being an individual, other than an Original Trustee, upon being convicted of an

offence involving dishonest conduct under an act of Canada or any province or

territory of Canada, or upon becoming subject to any proceedings under any

bankruptcy or insolvency laws applicable to them, or upon becoming an

undischarged bankrupt;

(d) being a corporation, other than an Original Trustee, upon being convicted of an

offence involving dishonest conduct under an act of Canada or any province or

territory of Canada, or upon being controlled by an individual who is convicted of

an offence involving dishonest conduct under an act of Canada or any province or

territory of Canada, or upon becoming subject to any proceedings under any

bankruptcy or insolvency laws applicable to it, or upon becoming an undischarged

bankrupt; or

(e) being a corporation, the Trustee enters into liquidation or dissolution whether

compulsory or voluntary, excluding merely a voluntary liquidation for the purposes

of amalgamation or reorganization.

10.4 A Trustee may cease to be a Trustee upon the following terms:

(a) a Trustee has become disqualified under Section 10.3, and the remaining Trustee

makes a declaration in writing to remove them as a Trustee.

(b) pursuant to section 21 of the Act.

(c) by submitting a written request to be removed as Trustee to the remaining Trustee.

Within 30 days of receiving the request to be removed, the Person Entitled to

Appoint Trustees shall, by instrument in writing, appoint any person as a trustee to

fill the vacancies occurring in the office of Trustee hereunder, should they, in their

sole discretion, deem it advisable to do so.

(d) pursuant to section 19 of the Act, should their submission in writing pursuant to

Paragraph (c) be denied.

10.5 Upon ceasing to be a Trustee, the Trustee shall be entitled to receive reimbursement out

of the Trust Property or the Net Income thereof for all expenses incurred by them in

connection with the settlement of their accounts as Trustees.

18，KPMG Law LLP

1379-3129-1674, v. 6

10.6 While Peter or Grace are alive, the discretionary powers afforded to the Trustees in

sections 10.7 and 10.8 shall be unrestricted. When both Peter and Grace are unwilling or

unable to act, whether due to death, resignation, incapacity, ineligibility under this Deed or

any other reason, the remaining Trustees must exercise their discretion to give effect to

the mandatory Trustee Appointment Protocol in Schedule D.

10.7 A Trustee may be replaced or appointed upon the following terms:

(a) Filling Vacancies in the Office of Trustee. The Trustees shall, by instrument in

writing, appoint any person as a trustee to fill the vacancies occurring in the office

of Trustee hereunder, should they, in their sole discretion, deem it advisable to do

so, and shall be entitled by instrument in writing to substitute a new Trustee for any

Trustee in office at any time.

(b) Absent or Incapacitated Trustees. Where a Trustee is temporarily unable to

participate in the administration of the Trust by reason of an absence or incapacity

that does not result in the Trustee becoming disqualified under Section 10.3, the

Trustee will cease to have any ability to exercise trustee powers or perform trustee

duties until the later of the time at which (i) such absence or incapacity ends and

(ii) any appointment of a Temporary Trustee pursuant to Section 11 hereof in

relation to their absence or incapacity comes to an end.

(c) Notice of Change in Trusteeship. Notices of all changes in trusteeship may be

endorsed or attached to this Deed, signed by the continuing Trustees, and the new

Trustees, and every such notice shall be sufficient evidence to any person having

dealings with this Trust as to the fact to which it relates.

(d) Reliance on Notices Endorsed. Any person dealing with this Trust may rely upon

a copy of this Deed and on any notices endorsed thereon or attached thereto,

certified by the Trustees or Trustees’ lawyer to the same extent as they might rely

on the original.

(e) Reasonable Security. Upon the resignation or removal of any Trustee, the

Trustee shall be entitled to reasonable security having been provided for

indemnifying such Trustee against liabilities whether existing future contingent or

otherwise for which the outgoing Trustee may be answerable as a trustee or former

trustee of this trust (including without limiting liabilities to taxation).

10.8 Subject to section 10.6 and Schedule D hereof, the Trustees may in their discretion at any

time and from time to time appoint, fix, reduce or increase the number of trustees to act as

Trustees of the Trust.

10.9 The Settlor may not serve as one of the Trustees of the Trust.

10.10 An outgoing Trustee shall execute and do all such transfers or other acts or things as may

be necessary to vest the Trust Property in the new or continuing Trustee(s) and the new

or continuing Trustee(s) shall sign a memorandum as to the trusteeship in accordance with

the provisions in that behalf hereinbefore contained provided that an outgoing Trustee who

is liable as a Trustee hereof or may on the death of any person become liable as a former

Trustee hereof for any probate succession estate or other duties, fees or taxes shall not be

bound to transfer the Trust Property as aforesaid unless reasonable security is provided

for indemnifying such outgoing Trustee against such liability.

10.11 Every person so appointed as a Trustee hereunder shall, before as well as after the Trust

Property becomes by law or by assurance or otherwise vested in him or her, have the same

19，KPMG Law LLP

1379-3129-1674, v. 6

powers, authorities and discretions, and may in all respects act as if he or she had been

an Original Trustee under this Deed, provided such person gives written consent to act as

a Trustee.

11. Temporary Trustee

11.1 Where a Trustee is temporarily unable to participate in the administration of the Trust by

reason of an absence or incapacity (that does not result in the trustee ceasing to be

qualified to hold office under Paragraph 10.3 of this Deed) a Temporary Trustee may be

appointed upon the following terms

(a) Appointment. The remaining Trustees may, at their sole discretion, determine if

it is appropriate to appoint a Temporary Trustee, during the period that the trustee

is absent or incapacitated, to: (i) administer all or part of the trust or (ii) exercise

the powers or perform the duties authorized by the Person Entitled to Appoint

Trustees.

(b) Revocation. Despite the period specified in an appointment under Paragraph (a),

the remaining Trustees may revoke the appointment before the end of that period

for any reason and at any time.

(c) Notice. When a Temporary Trustee is appointed or the appointment of a

temporary trustee is revoked, a written notice must be delivered by the remaining

Trustees to all trustees and the absent or incapacitated trustee within 30 days of

the appointment or revocation:

(d) Form of Notice. The Notice under Paragraph (c) must include the following

information:

1. The name of the absent or incapacitated trustee;
2. The name of the temporary trustee;

iii. Contact information for the temporary trustee, a mailing address, an

electronic mailing address, and a telephone number;

1. The reason for the appointment or revocation;
2. The date or event on which the appointment or revocation takes or has

taken effect; and

1. In the case of an appointment, the date or event on which the appointment   ends.

12. Residence of Trust

12.1 It is the intention of the Parties that:

(a) the central management and control of the Trust is to actually take place, and be

located, in Canada;

(b) for greater certainty, the administration, management and control of the Trust and

the ownership and control of the Trust Property is to be sited, performed and

carried out in Canada, and nowhere else; and

20，KPMG Law LLP

1379-3129-1674, v. 6

(c) the Trust is to be resident for all purposes only in Canada, and not in any other

country.

12.2 Subject to Subsection 12.11, if at any time the majority of the Trustees cease to be resident

in Canada, then, at such time that the latest Trustee who ceased to be resident in Canada

became a non-resident, the Trustees must cease acting and may not exercise any of their

powers under this Deed other than their powers under this Subsection. At such time the

Person Entitled to Appoint Trustees may appoint a new Trustee or Trustees who is or are

a Canadian resident(s) pursuant to the terms of Section 10 such that the majority of

Trustees will be Canadian residents.

12.3 All meetings of the Trustees must be held in Canada and all decisions relating to the Trust

Property and the administration, management and control of the Trust must be made in

Canada.

12.4 No person who resides outside Canada has any power to veto or overturn the decisions or

actions of the Trustees.

12.5 The Trust’s accounting advisors who are responsible for the preparation of the Trust’s

financial statements and tax returns and the Trust’s legal advisors who are responsible for

the establishment and maintenance of the Trust must be located in Canada.

12.6 The books, records and mailing address of the Trust must be located in Canada. The

Trustees must ensure that all significant correspondence mailed on behalf of the Trust

(including its tax returns) is postmarked at a post office in Canada and shows an address

in Canada as the return address.

12.7 The bank accounts and investment accounts of the Trust must be established with a

financial institution located in Canada.

12.8 The Trust Property (including the Settlement Property) or, where applicable, any security

certificates or other indicia of title to the Trust Property, must be held by the Trustees in a

secure means of storage located in Canada.

12.9 The Trust is governed by the laws of Alberta and the federal laws of Canada applicable in

Alberta. The Parties attorn to the exclusive jurisdiction of the courts of Alberta.

12.10 The Trustees may not do anything that may result in the Trust being resident in a

jurisdiction other than Canada (except as contemplated by Subsection 12.11).

12.11 If the Trustees, after consultation with appropriate tax, accounting and legal advisors,

subsequently determine that it would be in the best interests of the Trust and the

Beneficiaries to change the residence of the Trust or to change the situs of any part of the

Trust Property, the Trustees may:

(a) move, transfer, convey or resettle some or all of the Trust Property to or upon a

trustee or trustees in another jurisdiction, pursuant to the powers set out in this

Deed;

(b) recommend that this Deed be amended or varied in accordance with Subsection

15.1, and upon this Deed being so amended or varied, the Trustees are to take

such further steps as may be advisable or required to change the residence of the

Trust or the situs of such part of the Trust Property;

(c) amend this Deed to change the laws applicable to the Trust and/or the forum and

21，KPMG Law LLP

1379-3129-1674, v. 6

attornment thereunder, including the definition of the Act;

(d) delegate control of any or all of their duties to other Trustees or agents in another

jurisdiction in such manner necessary to change the residence of the Trust or the

situs of any part of the Trust Property; or

(e) designate one or more individuals, banks or trust companies in another jurisdiction

to act as additional or successor Trustees of the Trust.

13. Income Tax Provisions

13.1 This Section is to assist the Trustees in administering the trusts declared in this Deed and

in complying with the provisions of the ITA. Any reference to an item being taxable refers

to the taxation of that item pursuant to the ITA.

13.2 Without limiting the generality of Section 7 of this Deed, the Trustees may make any

election, designation, determination, allocation or apportionment available under, or

referred to in, any existing or future provision of the ITA, the Excise Tax Act, the ITR or any

other tax legislation as they consider is in the best interests of the Beneficiaries.

13.3 If the Trustees, in a particular taxation year, desire, for the purposes of the ITA, to have

some or all of the Net Income of the Trust for that year included in computing the income

of any or all of the Beneficiaries for that year and not included in computing the Net Income

of the Trust, without paying or distributing such Net Income to such Beneficiary or

Beneficiaries, the Trustees may:

(a) exercise their discretion before the end of that year to allocate and declare such

Net Income to be payable to such Beneficiary or Beneficiaries;

(b) ensure that the exercise of such discretion is irrevocable and is not subject to any

conditions which may impair such Beneficiary’s or Beneficiaries’ entitlement to

enforce payment of the amount in the year;

(c) ensure that their exercise of discretion, including the allocation of that Net Income

and the declaration of that Net Income being payable to such Beneficiary or

Beneficiaries, is recorded in writing;

(d) before the end of the year, notify in writing such Beneficiary or Beneficiaries, or

their parents or legal guardians thereof when the said Beneficiary or Beneficiaries

are minor or incapable, of such allocation and declaration; and

(e) take any other actions that may be required to ensure that such Beneficiary or

Beneficiaries, or the parents or legal guardians thereof when the said Beneficiary

or Beneficiaries are minor or incapable, is or are entitled in the year to enforce

payment of the allocated Net Income.

13.4 In any taxation year that the Trustees realize a capital gain on the disposition or deemed

disposition of any property comprising the Trust Property or any part thereof, they are, as

contemplated by the definition of Net Income in Paragraph 1.21, to include the full amount

of the taxable capital gain in computing the Net Income for the year. For greater certainty:

(a) any taxable portion of a capital gain included in computing the Net Income for a

taxation year may be allocated and declared payable to one or more Beneficiaries

in the manner contemplated by Subsection 13.3; and

22，KPMG Law LLP

1379-3129-1674, v. 6

(b) any non-taxable portion of a capital gain shall be added to the capital of the Trust,

to be accumulated by the Trustees and distributed as capital to the Capital

Beneficiaries.

13.5 The Trustees may from time to time determine that some or all of the income of the Trust

for a particular taxation year is to be taxed in the Trust, rather than being allocated to the

Beneficiaries for purposes of the ITA.

13.6 If the Trustees determine that some or all of the income of the Trust for a particular taxation

year is to be taxed in the Trust, such income may be accumulated by the Trustees and

distributed as capital to the Capital Beneficiaries, provided that such distribution occurs

more than three months after the end of that taxation year.

14. Family Property Considerations

14.1 Any distribution, payment or transfer of property from the Trust to a Beneficiary constitutes

property acquired by that Beneficiary by gift. For greater certainty, any transfer or payment

of property from the Trust shall be deemed a gift for purposes of the FPA or other similar

legislation (in any jurisdiction). It is acknowledged that the paid or transferred property is to

be excluded from the property of the Beneficiary available for distribution by an order under

the FPA or other similar legislation and shall not fall into any community of property or

partnership of acquests which may exist between any such Beneficiary and his or her

spouse and shall not form part of his or her family patrimony for the purposes of the Civil

Code of Quebec or any law relevant to such Beneficiary, or any amendments thereto or

successor legislation, but shall remain the private and separate property of such

Beneficiary and shall not be affected by the matrimonial rights of the spouse of any

Beneficiary. The Trustees may, in their unfettered discretion, attach as a condition of any

distribution of Net Income or capital of the Trust to a Beneficiary a requirement that such

Beneficiary shall have entered into a domestic contract, interspousal agreement or similar

document in such form and with such terms and conditions as the Trustees may deem

appropriate for the protection of such Beneficiary and his or her property.

14.2 Any benefit, whether income or capital, to which any Beneficiary is or may become entitled

pursuant to this Deed is not to fall into any community of property, partnership or other form

of sharing or division of property which may exist between the Beneficiary and his or her

spouse.

14.3 The interest of any Beneficiary under this Deed shall be free from the control or interference

of any creditor of a Beneficiary, any spouse or common law spouse (as defined by

legislation in any relevant jurisdiction) of any Beneficiary or any co-habiting partner of any

Beneficiary and shall not be subject to attachment of any sort. If any court of competent

jurisdiction finds that the assets of the Trust shall be subject to attachment of any sort or

inclusion in any calculation of division of matrimonial property or division of property on

separation, then the capital interest of that Beneficiary shall be fixed at zero.

15. Variation and Non-Revocability

15.1 This Deed may, subject to Subsections 15.2 through 15.6, be amended or varied by written

agreement between a majority of the Trustees, provided no alteration, amendment or

variation may be made to this Trust which results in a benefit being conferred on the Settlor

or an Excluded Person.

23，KPMG Law LLP

1379-3129-1674, v. 6

15.2 The Settlor does not have any power or authority:

(a) to determine, subsequent to the creation of the Trust, the persons to whom the

Trust Property may pass; or

(b) to direct, or to consent to, the disposition of the Trust Property.

15.3 Notwithstanding Subsection 15.1, this Deed may not be amended to revoke or amend

Subsection 15.2.

15.4 The trusts declared in this Deed are at all times irrevocable by the Settlor. Notwithstanding

Subsection 15.1, this Deed may not be amended to revoke the trusts declared under this

Deed.

15.5 No part of the Trust Property may in any event revert to the Settlor. Notwithstanding

Subsection 15.1, no person has any power or authority to amend or vary this Deed so as

to permit any part of the Trust Property to revert to the Settlor.

15.6 Notwithstanding Subsection 15.1, no person has any power or authority to amend or vary

this Deed so as to cause the Settlor to become a Trustee or Beneficiary under this Deed.

15.7 For certainty, an amendment or variation of this Deed made pursuant to this Section does

not require the approval of the Court of King’s Bench of Alberta or any other court.

16. Trustees’ Procedures

16.1 The Trustees may adopt any rules and regulations which they may from time to time deem

proper to govern their own procedure.

16.2 If there are two or more Trustees, the Trustees may divide their duties among themselves,

as they may from time to time deem advisable. Any Trustees may with the consent of their

co-Trustees, be relieved of any and all powers, duties and discretions vested in or imposed

upon them by this Deed by delivering to their other co-Trustees an instrument delegating

the same to their co-Trustees. Any act done or decision made pursuant to such delegation

shall be binding upon and not subject to question or challenge by any person whomsoever.

16.3 The Trustees may, by instrument, delegate to any person any and all powers, duties and

discretions vested in or imposed upon the Trustees by this Deed provided that any such

delegation of powers, duties and discretions shall only relate to the management,

administration and operation of the Trust or any asset forming part of the Trust Property.

Any such delegation shall under no circumstances apply or permit the delegation of any

power, duty or discretion vested in the Trustees in relation to the power to appoint or

advance Net Income or capital of the Trust Property to or among any beneficiaries.

16.4 Subject to any division or delegation of their powers, duties and discretions pursuant to the

foregoing provisions, all questions requiring action by the Trustees shall be determined by

a majority of the Trustees for the time being in office. The Trustees may act either by a

resolution passed by a majority of them at a meeting or by an instrument signed by a

majority of them. Any such decisions or act of a majority of the Trustees shall, for all

purposes of this Trust, be deemed the decision or act of all of the Trustees. In the event of

a deadlock among the Trustees, the Trustees shall refer to Article 17 hereof.

16.5 Without limiting the generality of the foregoing and subject to any division or delegation of

their powers, duties and discretions pursuant to the foregoing provisions, every deed or

24，KPMG Law LLP

1379-3129-1674, v. 6

instrument signed by a majority of the Trustees for the time being in office shall be as valid,

effectual and binding as if signed by all of them.

16.6 Any Trustees who may be personally interested in the result of any exercise of a discretion

vested in the Trustees may, if they think fit, leave the real exercise of such discretion to the

other Trustees concurring in it merely for conformity. No Trustees shall be liable for any act

or thing done or omitted without their consent by reason of the provisions of this clause or

for any act in which they join for conformity only.

16.7 In accordance with section 49 of the Act, if a Trustee pays an amount under subsection

48(1) of the Act or, under the terms of the Trust, pays an amount from capital for the benefit

of a Beneficiary, the Trustee may impose conditions on the person receiving the payment

or the benefit of the payment, including, without limitation, conditions relating to the

following:

(a) the repayment of the payment to the Trustee (a “Loan”);

(b) the payment of interest on the Loan to the Trustee;

(c) the giving of security for the Loan to the Trustee by the person receiving the

payment;

(d) the provision of documentation accounting for the manner in which the Loan was

used; and

(e) the execution and return of legal documentation by the person receiving the

payment, in form satisfactory to the Trustees, in their sole discretion, evidencing

the advance of the Loan and its conditions.

The Trustee may do any of the following in respect of a condition imposed:

(a) forgiveness of all or part of the Loan (such forgiveness to be treated as a

distribution in kind to the person having received the Loan);

(b) waive all or part of a condition;

(c) release a person from an obligation undertaken; and

(d) release the security given.

17. Mediation and Arbitration

17.1 In the event of a dispute regarding any matter involving the Trust or the administration of

the Trust under this Deed which cannot otherwise be resolved under the provisions of this

Deed (a “Dispute”), the Trustees must submit the Dispute to a mediator (the “Mediator”)

to try and resolve the Dispute.

17.2 The parties to the Dispute will select the Mediator. If the parties to the Dispute are unable

to agree on the Mediator, then one of the Trustees may make an application to the Court

of King’s Bench of Alberta for the appointment of the Mediator.

17.3 In the event of a Dispute regarding any matter involving the Trust or the administration of

the Trust under this Deed which cannot otherwise be resolved under the provisions of this

Deed or by the Mediator, the Trustees must submit the Dispute to an arbitrator (the

“Arbitrator”) to resolve the Dispute. The Arbitrator’s decision including who pays all costs,

25，KPMG Law LLP

1379-3129-1674, v. 6

including solicitor and own client costs, will be final and binding on the parties to the

Dispute.

17.4 The parties to the Dispute will select the Arbitrator. If the parties to the Dispute are unable

to agree on the Arbitrator, then one of the Trustees may make an application to the Court

of King’s Bench of Alberta for the appointment of the Arbitrator.

17.5 All processes and rules in respect of the Dispute resolution, including all expenses and

costs, including costs on a solicitor and own client basis, will be determined by the Arbitrator

or the Mediator in consultation with the parties to the Dispute, as the case may be.

18. Privileges, Rights and Duties of the Beneficiaries

18.1 Notwithstanding anything else contained herein, a beneficiary that is a qualified beneficiary,

as that term is defined in the Act, shall not have any entitlements or rights described in

paragraphs 12(1)(b), 14(5)(c), 28(5)(a), subsection 28(3) or sections 29, 70 or 72 of the

Act. For greater certainty the only entitlements or rights of a beneficiary that is a qualified

beneficiary, as that term is defined in the Act, are those described in subsections 19(2) and

19(3) of the Act.

18.2 Section 29 of the Act shall not apply to the Trust, any Trustee, or any Beneficiary of the

Trust. Upon written request of any one of the Beneficiaries, or of the guardian of such

Beneficiary, if such Beneficiary is a minor, but not more than once in every three years

while at least one of the Original Trustees is a Trustee hereof, the Trustees shall cause the

accounts of the Trust to be examined and audited by a chartered professional accountant

chosen by the Trustees and shall, for that purpose, produce such vouchers, and give such

information to him or her as he or she may require; and the costs of such examination and

audit and report, including the fee of the auditor, shall be paid by the Beneficiary or

Beneficiary’s guardian, as the case may be, and such account and accounting and

reporting shall be submitted and made to only such Beneficiaries, the guardian of such

Beneficiaries, or their accredited representatives, and not to any Court, Public Trustee or

like official of any Province or State or Country, or any other person, firm or corporation

claiming through such Beneficiaries, and such Beneficiaries as are entitled to such

accounting and reporting, from time to time under this Article shall not be entitled without

the consent of the Trustees, either themselves or through their accredited representatives,

to examine all records and documents of the Trust and books of account upon which such

report and accounting is based. For greater certainty, any reporting of the accounts of the

Trust hereunder shall not include a reporting of the books and records of any corporation

that the Trust has an equity or debt investment in, or partnership, joint venture, trust, fund

or other investment that the Trust owns or has otherwise invested into at the time of such

examination or audit.

18.3 If a Beneficiary is a minor, section 96 of the Act does not apply, and instead any notices to

be given to the Beneficiary must be given to the parent or legal guardian of the Beneficiary.

18.4 Notwithstanding, any rule of law to the contrary, the interests of each of the Beneficiaries

in the Trust Property or any income derived therefrom are to be treated as merely

contingent and not vested, and therefore none of the Beneficiaries shall be deemed

“qualified beneficiaries” by virtue of paragraph 1(l)(i) of the Act.

19. Designated Persons
20. No minor Beneficiary who is a “designated person”, within the meaning ascribed to that term under

subsection 74.5(5) of the ITA, in respect of an individual who has loaned or transferred property to

a corporation in which such Beneficiary has a beneficial interest by virtue of being a Beneficiary of

26，KPMG Law LLP

1379-3129-1674, v. 6

this Trust, or of any other trust which is or may be a Beneficiary of this Trust, may receive or

otherwise obtain the use of any of the income or capital of the Trust, or of such other trust, while

being such a designated person in respect of such individual and no deduction may be made by

the Trust, or such other trust, in computing its income under subsections 104(6) or (12), or any

successor provision, of the ITA in respect of amounts paid or payable to, or included in the income

of, that person while that person is a designated person in respect of such individual.Severability

20.1 Each Article of the terms of this Trust constitutes a distinct whole so that any decision of a

court to the effect that one of the Articles is void or non-executory does not affect the validity

character of the other Articles.

21. Counterparts

21.1 This Deed may be signed in several counterparts, no one of which needs to be signed by

all the Parties. A facsimile or electronic copy of a signed counterpart is as valid as an

originally signed counterpart. All counterparts together constitute but one and the same

instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

27，KPMG Law LLP

1379-3129-1674, v. 6

IN WITNESS WHEREOF the parties to this Deed set their hands and seals as of the date first hereinbefore

mentioned.

SIGNED, SEALED AND DELIVERED

in the presence of:

)

)

)

)

Witness ) ANTHONY DILELLO, as Settlor

)

)

Name (please print) )

)

)

SIGNED, SEALED AND DELIVERED

in the presence of:

)

)

)

)

Witness ) PETER MAY SOONG TONG, as Trustee

)

)

Name (please print) )

)

)

SIGNED, SEALED AND DELIVERED

in the presence of:

)

)

)

)

Witness ) ENG CHOO GRACE TONG, as Trustee

)

)

Name (please print) )

)

)

SIGNED, SEALED AND DELIVERED

in the presence of:

)

)

)

)

Witness ) TIMOTHY THEODORE TONG, as Trustee

)

)

Name (please print) )

)

)

SIGNED, SEALED AND DELIVERED

in the presence of:

)

)

)

)

Witness ) CALVIN YI YI TONG, as Trustee

)

)

Name (please print) )

KPMG Law LLP

SCHEDULE A

SETTLOR: Anthony Dilello

ORIGINAL TRUSTEES: Peter

Grace

Timothy

Calvin

______________________________________________________________________________

NAME OF THE TRUST

The name of the Trust is the “Tong (2025) Family Trust”.

______________________________________________________________________________

SETTLEMENT PROPERTY

The Settlement Property is two (2) CAD $20.00 bills, copies of which are attached hereto as Schedule C.

______________________________________________________________________________

SETTLEMENT DATE

The Settlement Date is January 1, 2026. [NTD: To be modified as appropriate.]

______________________________________________________________________________

DECISION MAKING

A Major Matter is:

• any amendment or other variation to the Deed;
• any decision to designate a Beneficiary in writing;
• any decision to designate an Excluded Person in writing;
• any decision to approve a prenuptial or postnuptial agreement in writing of a party that would otherwise

be a Beneficiary;

• any sale, lease, exchange, or other disposition of property or assets of the Trust with a fair market value

exceeding $_________, or the granting of any right, option, or privilege to do so;

• a decision to cast a vote as a shareholder of any corporation;
• the determination of the Distribution Date; and
• any borrowing by the Trust in excess of $____________.

A Routine Matter is any matter that is not a Major Matter.

______________________________________________________________________________

BENEFICIARIES

For all purposes of this Deed, a “child” of a person means a natural or adopted child of that person and not

a stepchild of that person. And “children” means all of the persons, each of whom is a child.

SA-2

KPMG Law LLP 1379-3129-1674, v. 6

For all purposes of this Deed, a “grandchild” of a person means a natural or adopted child of a child of that

person and not a stepchild of a child of that person. And “grandchildren” means all of the persons, each

of whom is a grandchild.

For all purposes of this Deed, a “spouse” of a person means a married spouse by virtue of a valid marriage

according to the laws of Canada, or the laws in the location in which the marriage took place, or a cohabiting

spouse as such is defined in the jurisdiction in which the couple is living, and failing such legislation,

according to the legislation of Alberta for the determination of an Adult Interdependent Partner. For greater

certainty, people are not spouses of one another if they are living separate and apart by reason of a

breakdown of their relationship.

Income and Capital Beneficiaries

The Income and Capital Beneficiaries are:

(i) any child of Peter and Grace, including Timothy and Calvin, and any further Beneficiary which is

acknowledged in writing as a Beneficiary by the Trustees;

(ii) Bethany Tong;

(iii) Adam Tong;

(iv) Hannah Tong;

(v) Charlotte Tong;

(vi) Josiah Tong;

(vii) Solomon Tong;

(viii) any spouse of Timothy or Calvin, a child or a grandchild of Timothy or Calvin and which is

acknowledged in writing as a Beneficiary by the Trustees;

(ix) any trust, whether settled before, on, or after the Settlement Date, of which a beneficiary is one or

more of the Income and Capital Beneficiaries and which is acknowledged in writing as a

Beneficiary by the Trustees;

(x) any corporation in which a shareholder is one or more of the Income and Capital Beneficiaries and

which is acknowledged in writing as a Beneficiary by the Trustees; and

(xi) one or more qualified donees (as defined in the ITA) selected in writing by the Trustees.

Contingent Beneficiaries

The Contingent Beneficiaries are one or more qualified donees (as defined in the ITA) selected in writing

by the Trustees.

Settlor Not Beneficiary or Trustee

Pursuant to paragraph 1.13(a) and sections 10.9 and 15.2, and for greater certainty, in no circumstance

shall the Settlor be a Beneficiary or a Trustee.

KPMG Law LLP

SCHEDULE B

POWERS AND AUTHORITY OF THE TRUSTEES

The enumeration of any specific power or authority herein shall not be construed as limiting the general

powers conferred upon the Trustees in Section 7 of the Deed of which this is a schedule. The Trustees

shall have the following powers, any or all of which may be exercised or not exercised in the discretion of

the Trustees:

1. Acquire Trust Property

To receive, purchase or otherwise acquire and hold as part of the Trust Property, any property

(including real property, personal property, shares and securities) owned by any person, at a price

and on the terms the Trustees consider desirable or expedient. Such property may be retained for

so long as the Trustees in their discretion may see fit, without being responsible for any loss

occasioned thereby.

2. Registration of Trust Property

Subject to any applicable legislation relating to registration of ownership of trust property, to register

any part of the Trust Property in the name of their nominee, in their own names or in the name of

the Trust, or to hold the same unregistered or in any form whereby title may pass by delivery, but

without thereby increasing or decreasing their liability as Trustees

3. Termination of Beneficial Interest

To terminate the interest of any Beneficiary and may, but shall not be obligated to, distribute any

portion (as determined by the Trustees in their sole discretion) of the Trust Property represented

by, or allocable to, that interest to that Beneficiary, if any. The Trustee shall have the ability to

terminate the interest of any Beneficiary without making any distributions to such Beneficiary

4. Select Division Date

Subject to Subsections 5.3 and 5.6, and Section 6, to wind up and terminate the Trust and to

distribute all of the Trust Property to some or all of the Beneficiaries, in such proportions as the

Trustees determine

5. Accumulate Income

The Trustees shall accumulate any amount or amounts of the Net Income not paid or payable to

or for the benefit of any one or more of the Beneficiaries in the year and shall add such amount to

the capital of the Trust on the first day of the immediately following year, and such amount shall

form part of the Trust Property.

6. Distribution to Minors or Incapable Beneficiaries.

(a) Section 50 of the Act shall not apply to this Trust.

(b) The Trustees are authorized to make any payment or distribution, whether of Net Income

or of capital, for any Beneficiary under the age of majority, who is incapable, or who lacks

capacity, to the parent, legal guardian, acting guardian, tutor, curator, mandatory or trustee

of such Beneficiary (other than the Settlor) or to any person to whom the Trustees in their

discretion deem it advisable to make such payment, in kind, in specie or by the issuance

of a demand promissory note, with or without interest, as the Trustees in their discretion

SB-2  KPMG Law LLP  1379-3129-1674, v. 6

deem advisable, including by way of a trust settled for the benefit of the Beneficiary, whose

receipt shall be a sufficient discharge to the Trustees.

(c) Payments made directly to a third party to acquire goods or services for any Beneficiary

shall be deemed to be a distribution and allocation of Net Income to that Beneficiary, and

as such, deductible to the Trust for income tax purposes (as if the payment had been made

to the Beneficiary, or his/her guardian, and he or she in turn had made the expenditure).

(d) In the event that a demand promissory note is issued to any Beneficiary, or to the parent,

legal guardian, acting guardian, tutor, curator, mandatory or trustee of any Beneficiary

under the age of majority or with an incapacity, the Trustees shall be entitled to retain and

invest such amount in the Trust in accordance with the terms hereof.

7. Distributions to Beneficiaries who are also Trustees

The Trustees may, in their absolute discretion, distribute any amount of the Net Income or capital

of the Trust to a Beneficiary that is also a Trustee of the Trust, and for greater certainty, any such

distribution may be made to the exclusion of any or all other Beneficiaries of the Trust.

8. Power to Distinguish Capital and Income

Subject to Section 5.3, as the Trustees have been expressly directed to hold the Trust Property on

discretionary allocation trusts, the Trustees have the right to determine whether any payments

made or received by the Trust in the administration of the Trust Property shall be credited to or

charged against the capital of the Trust or the income therefrom or partly to or against the capital

and partly to or against the income, and such determination shall be final and binding upon all

persons concerned provided that in making such determination the Trustees shall have regard to

the definition of Net Income herein.

9. Invest the Trust Property Generally and Sell

To invest or reinvest the Trust Property and sell (whether by public or private sale or with or without

notice, for cash or on credit or partly for cash and partly on credit), assign, transfer, exchange,

pledge, convey or otherwise dispose of or encumber the Trust Property or any part thereof at any

time, or from time to time as the Trustees, in their absolute discretion, may deem advisable, and at

such price or prices and on such terms as they may consider advisable, which terms may extend

beyond the duration of the Trust hereby created.

10. Authorized Investments

To invest any money forming part of the Trust Property, and when making investments, the

Trustees are not limited to investments authorized by law for trustees but may make any

investments they consider advisable, including but not limited to:

(a) shares of a private corporation, real estate, mortgages, mutual funds, common

trust funds, unit trusts and similar types of investments;

(b) an investment in a corporation controlled by one or more of the Trustees;

(c) an investment in a mutual fund corporation or a mutual fund trust; and

(d) guaranteed investment certificates;

and, in making such investments, the Trustees may:

SB-3  KPMG Law LLP

1379-3129-1674, v. 6

(e) delegate their investment management authority and responsibility to one or more

brokers, investment dealers, investment counsel, investment advisors, investment

managers, portfolio managers, financial consultants or other persons to whom

investment authority or responsibility may be delegated pursuant to the Act;

(f) open and operate one or more investment accounts;

(g) close investment accounts;

(h) enter into and conclude all investment transactions and arrangements on behalf of

the Trust; and

(i) do such other acts and sign such documents as may be necessary or advisable to

make or facilitate such investments;

and, for further clarity, the Trustees:

(j) are not required to diversify the investment of such assets;

(k) are not required to maintain a balance between Net Income and growth of capital;

(l) may make investments with terms that extend beyond the duration of the trusts

contained in this Deed.

(m) may retain any property as an investment without regard to the proportion of such

property or similar property so held may bear to the entire amount of the Trust

Property;

(n) may retain securities that may be regarded as speculative; and

(o) are not restricted to any statutory standard such as the prudent investor rule;

11. Appointment of a Trust Company

In accordance with Part 2, Division 6 of the Act, to appoint a trust company to act as the custodian

of, or to manage the investments comprising, the Trust Property or to act as the agent of the

Trustees in respect of the management or administration of the Trust Property.

12. Purchase of Annuities

The Trustees may purchase annuities for one or more Beneficiaries and to select such type of

annuity and mode of payment therefor as they may deem advisable.

13. Hedging

The Trustees may enter into hedging arrangements to protect any investments against

unfavourable changes in the price of such investments.

14. Retain any Property

To retain any property belonging to or forming part of the Trust Property in the actual state or

condition in which the same shall be received by the Trustees for so long as the Trustees shall

think proper notwithstanding that they are not investments authorized by law for trustees.

SB-4  KPMG Law LLP

1379-3129-1674, v. 6

15. Lease Property

To lease at any time and from time to time real or immoveable property, or any interest in real or

immoveable property entrusted to them, for such term or terms of months or years, to begin

presently or in the future, as the Trustees may deem proper, even though such lease or leases

shall be for a term or terms exceeding that authorized by law and be beyond the time of termination

of any trust estate herein created, such leases to be with such options, covenants, terms,

conditions, agreements and provisions as the Trustees shall deem proper. The Trustees may

accept the surrender of any lease of Trust Property on such terms that they consider appropriate.

16. Mortgage Trust Property

To mortgage, hypothecate or charge the whole or any part of the Trust Property or any interest

therein, upon such terms as to payment of principal and payment of interest as the Trustees shall,

in their absolute discretion, see fit. The Trustees may renew or pay off any such mortgage, hypothec

or charge of Trust Property and may borrow money to pay off any such mortgage, hypothec or

charge.

17. Improve, Manage, Repair, etc., the Trust Property

To manage real or leasehold, immoveable or moveable property, entrusted to them, or from time

to time held by them hereunder, and to make such ordinary and extraordinary repairs and such

alterations and improvements thereon as they shall deem advisable; to raise buildings and erect

new buildings; to subdivide and plot real or immoveable property, to lay out and dedicate ways,

roads and public places, to grant or release easements or servitudes and enter into partitions, party

wall and boundary line agreements and agreements of any other kind with respect to real or

immoveable property; to make any payment for such repairs, alterations and improvements or

services or in connection with such management out of capital or out of Net Income or partly out of

capital and partly out of Net Income, as they shall deem proper, and generally to manage any such

real, immoveable or leasehold property.

To sell, assign, transfer, exchange, convey, mortgage, hypothecate, charge, pledge, lease,

subdivide, partition, build upon, improve, repair, manage or otherwise deal with any property

forming part of the Trust Property as if they were in absolute ownership and possession of that

property, with any consideration received by the Trustees in respect of such a transaction forming

part of the Trust Property, and the Trustees may:

(a) sell for cash or credit, with or without security, on the terms and conditions they

deem advisable; or

(b) sell, at fair market value, to any Beneficiary,

any property forming part of the Trust Property which the Trustees may desire to dispose of, and

in so doing, the Trustees are not required to secure the consent or approval of any person, official,

authority, court or tribunal.

To abandon any property, real or personal, which the Trustees deem to be worthless or not of

sufficient value to warrant keeping or protecting, or may permit such property to be sold by tax sale

or convey any such property for a nominal consideration or without consideration.

18. Permit Occupancy of Dwelling House

To permit any Beneficiary being an individual to occupy or reside in any dwelling house which may

for the time being be subject to the trusts hereof either free of any costs to that Beneficiary or upon

SB-5

KPMG Law LLP

1379-3129-1674, v. 6

such conditions as to payment of rent, rates, taxes or other expenses and outgoings as to repair

and decoration and for such period and generally upon such terms as the Trustees in their absolute

discretion see fit.

19. Permit Use of Moveables and Chattels

To purchase or hire, and to permit any Beneficiary to have the use of moveables and chattels,

either free of any costs to that Beneficiary or upon such conditions as to payment of hire, taxes,

expenses, outgoings, insurance, repair and maintenance thereof and for such period and generally

upon such terms as the Trustees in their absolute discretion see fit.

20. Exchange Property

To exchange property for other property of a like or different nature and for such consideration and

on such conditions as the Trustees may consider advisable.

21. Make Payments, Provisions, Apportionments or Distributions Based on Trustees’  Valuation

To make any payments, provisions, apportionments, or distributions which may be permitted or

required under the terms of this Trust in whole or in part in moneys, securities or other property

comprising the Trust Property. Every apportionment and distribution, and valuation therefor, which

in the discretion of the Trustees shall seem equitable, shall be final, conclusive and binding upon

all persons interested.

22. Purchase, Invest and Receive Additional Property

To purchase and invest in additional property as additions to the Trust Property and to hold the

same upon the trusts herein set forth and to administer such additions under the provisions hereof.

Notwithstanding the foregoing, the Trustees may not purchase any property from a Beneficiary or

any Trustees or their respective personal representatives absent the opinion of a competent tax

advisor that no adverse effects will result.

23. Options

The Trustees may grant to any person options to purchase any asset upon such terms and

conditions and for such consideration (if any), exercisable at such time, for such periods, as the

Trustees shall deem advisable.

24. Execute Instruments

To sign, make, accept or deliver any agreements, assignments, transfers, bills of sale, contracts,

deeds, notes, cheques, bills of exchange, other negotiable instruments, powers of attorney,

receipts and any and all other instruments in writing necessary or appropriate in the opinion of the

Trustees for the settlement or administration of the Trust, and to sign any such instrument without

warranty by, or without recourse to, the Trustees.

25. Waive Accrued Entitlements

To waive, or agree to waive, in whole or in part, unpaid accrued interest or unpaid declared or

accumulated dividends in respect of any investment which may form part of the Trust Property, or

to release any person, firm or corporation (other than a Trustee or any person, firm or corporation

related, within the meaning contemplated by the ITA, to any Trustee) from any obligation to the

Trust, with or without compensation.

SB-6  KPMG Law LLP  1379-3129-1674, v. 6

26. Exercise Voting Powers

To vote all shares and stocks forming part of the Trust Property and to exercise all rights incidental

to the ownership of shares, stocks, bonds, debentures or other securities or investments forming

part of the Trust Property.

27. Voting by Proxy

To appoint some person or persons their proxy to vote shares, stocks, debentures or other

securities, including limited partnerships either by agreement, subscription or the purchase of a

limited partnership unit.

28. Executive Office or Membership

To vote for the election of themselves or any of them to any executive office or to membership on

any board of directors or executive or other committee of any corporation in which the Trust owns

shares, and to serve in any such office or on any such board or committee and accept and receive

remuneration for their or his or her personal use for such services without diminution of their or his

or her respective compensation as Trustee hereunder.

29. Shareholders’ Agreement

To enter into shareholders’ agreements or other agreements as the Trustees in their absolute

discretion deem advisable.

30. Become a Party to a Voting Agreement

To become a party to any voting trust or deposit agreement and to deposit any securities or property

held thereunder with any protective organization or depository.

31. Participate in Business

To participate in the carrying on of any business of any corporation, the securities of which form

part of the Trust Property.

32. Consent to Reorganization

To participate, or arrange for any corporation, company or other entity in which the Trust has

invested to participate, in any amalgamation, reorganization, recapitalization, arrangement,

continuance, discontinuance, winding-up, dissolution or other transaction in respect of any

corporation, company or other entity whose shares or other securities are held directly or indirectly

as part of the Trust Property.

33. Enter into Partnerships

To enter into agreements or other arrangements forming or relating to partnerships, including

limited partnerships and to act as a partner (in their capacity as Trustees) of any partnership with

whom the Trustees (in their personal capacity) may, directly or indirectly, own an interest in or have

any business dealings with, and to retain for themselves (in their personal capacities) any amounts

received from such partnership notwithstanding that the Trust Property or a decision of the Trustees

(in their capacity as such) may have created or contributed to the profits of such partnership.

SB-7  KPMG Law LLP  1379-3129-1674, v. 6

34. Policies of Life Insurance

To apply for and purchase, as an authorized investment of the Trust Property, life and disability

insurance on the life of any person (including the Settlor, any of the Trustees, or the Beneficiaries),

to accept and assign, for adequate consideration, any life insurance policy or policies on the life of

any person and / or benefits under any such policy or policies, and to use and apply any portion of

the capital of the Trust Property in the payment or prepayment of premiums upon, or for the purpose

of maintaining in force, any such insurance, whether applied for and purchased by Trustees or

accepted by them as assignees or donees. Any insurance so purchased by, donated to or

otherwise acquired and held by the Trustees shall be deemed to be an authorized investment for

the purposes of the trust and whenever from time to time the Trustees pay or prepay any premium

or premiums on any insurance they shall be deemed to have made an authorized investment. The

proceeds of any such insurance and any amount payable as a result of the prepayment of

premiums shall be payable and paid to the Trustees and, when received by them, shall constitute

part of the capital of the Trust Property. The Trustees are empowered to exercise any and all rights

and powers howsoever available or arising with respect to any policy of insurance applied for,

purchased by, donated to or otherwise acquired by the Trustees and to dispose of such policy in

such manner, at such time, for such price and upon such terms as they consider advisable.

35. Compromise and Settle

To compromise and settle for such consideration and upon such terms and considerations as the

Trustees may consider advisable all matters arising in relation to the Trust or the Trust Property

and all such compromises and settlements shall be binding on all the Beneficiaries and others who

in the future acquire any interest under this Deed.

36. Incorporate, Wind-up, etc. any Company

To incorporate any company or companies or any corporation or corporations under the laws of

the Province of Alberta, or any other jurisdiction in Canada or elsewhere, at the expense of the

Trust Property for the purpose of investing the whole or any part of the Trust Property wholly or

partly in shares or other securities of such company or companies or corporation or corporations

and to purchase, carry on, sell, continue, discontinue or wind-up any business and, upon the

discontinuance or winding-up of any business, corporation or company, to receive any assets in

kind and to agree as to the division of any assets.

37. Carry on Business or Trade

To carry on any business or trade and, without limiting the generality thereof, any business or trade

relating to the provision of services, manufacturing of goods, or importing or exporting goods, in

any part of the world.

38. Loans

The Trustees may lend monies out of the Trust Property to any person, including a beneficiary

hereunder, upon such terms as the Trustees shall deem advisable. Any such loan may be made

with or without interest, and with or without security.

39. Borrow Money

To borrow money or obtain other credit (whether by loan, advance, overdraft or otherwise) from

themselves individually or from any individual, firm, bank, credit union, corporation or other lender,

either without security or upon security of any of the Trust Property, whether real or personal, for

the purposes and on the terms and conditions as they deem advisable, and to make, sign and

deliver under seal or otherwise any notes, bonds, mortgages, hypothecations, charges, pledges or

SB-8  KPMG Law LLP  1379-3129-1674, v. 6

other obligations or security documents as may be required to create a security interest for the

lender, and, in repaying that borrowed money, to use any funds of the Trust that they consider

advisable, including any investment authorized by Section 22.

40. Act as Surety or Guarantor

To act as surety or guarantor or to grant any bond to secure any debt or other obligation of any

person, including a Beneficiary, or to undertake or give any indemnity with respect to any debt or

other obligation of any such person or Beneficiary, either with or without consideration and whether

limited in amount or not and to mortgage, hypothec, charge or otherwise hypothecate all or any

part of the Trust Property to secure the performance of any surety, guarantee, bond, covenant or

indemnity given, made or undertaken by the Trustees.

41. Payment of Liability

To apply the whole or any part of the capital of the Trust Property in or towards payment of any

liability undertaken by the Trustees as guarantor or surety of any Beneficiary.

42. Insure

To carry insurance against hazards, including public liability, in such amounts and type as the

Trustees, in their absolute discretion, shall deem advisable (without being liable for any omission

to purchase any insurance or to purchase a particular amount or a particular type of insurance).

43. Keep Invested Trust Property until Beneficiary Reaches the Age of Majority

To hold and keep invested the share or part of a share of any person who becomes entitled to a

share in the Trust Property before he or she attains the age of majority, and to pay or transfer the

Net Income and capital thereof, or so much thereof as the Trustees in their absolute discretion may

deem advisable, to or for the benefit of such person until he or she attains the age of majority.

44. Payment to Beneficiary or Legal Representatives

The Trustees are authorized to make any payment, transfer or distribution, whether of Net Income

or of capital and whether before or at the Division Date, and whether made in cash, in kind or in

specie, to or for any Beneficiary who is under the age of majority:

(a) directly to such Beneficiary;

(b) directly in payment of the expense, support, education, entertainment, welfare, comfort,

benefit, well-being or advancement in life of such Beneficiary;

(c) to the parent, legal guardian, acting guardian, committee, trustee or other legal

representative of such Beneficiary; or

(d) to any other person, whether or not appointed guardian of such Beneficiary, who shall have

the care and custody of such Beneficiary;

and the receipt of such payment, transfer or delivery by the Beneficiary or any person other than

such Beneficiary shall be a sufficient discharge to the Trustees notwithstanding the minority of the

recipient or that the recipient may not be bonded or may be insufficiently bonded.

SB-9  KPMG Law LLP  1379-3129-1674, v. 6

45. Consolidation of Trusts

The Trustees may combine the assets of any separate shares or trusts established under the Deed

for the purpose of more convenient administration or investment for any period of time, provided

that the separate character of the beneficiaries’ proportionate interests is preserved.

46. Create Other Trusts or Settlements

Notwithstanding any of the trusts, powers and provisions herein, the Trustees may in their absolute

discretion from time to time and at any time or times, transfer and convey the whole or any share,

portion, part or parts of the Trust Property, save and except any such share, portion, part or parts

thereof which shall be indefeasibly vested in one or more of the Beneficiaries, to any other trust or

settlement whether established under or pursuant to the laws of the Province of Alberta, any other

province of Canada, or any other jurisdiction whatsoever, to be held by the trustee of such other

trust, with and subject to the powers and provisions of such other trust or settlement provided that

the Beneficiaries of this Trust alive at the date of such transfer shall be one or more of the

beneficiaries of such other trust or settlement. For greater certainty, the Trustees may, in their

absolute discretion, settle new trusts for the purpose of making distributions to Beneficiaries that

are under the age of 21. Upon any such transfer described in this Section 46 being made, the trusts

herein declared concerning the property comprised in such transfer shall cease and the said

property shall for all purposes be subject to the trusts, powers and provisions contained in such

other trust. Any new trust so created shall be subject to the restriction that the Settlor and the

Settlor’s spouse shall not be capable of benefiting under the new trust.

47. Move Trust Property and/or Residence of Trust

Subject to Section 12:

(a) To hold the Trust Property or any part or parts thereof at any place or places and

to move same from time to time from place to place inside or outside of Alberta.

(b) To move the residence of the Trust and the administration of the Trust Property to

any jurisdiction and, for this purpose, do all such things and take all such actions,

including the appointment of a new Trustee and the transfer of the Trust Property

or any part thereof to such a place or jurisdiction; or

(c) to transfer some or all of the Trust Property to any other trust established pursuant

to the laws of any jurisdiction, to be held by the trustees of that other trust, provided

that the other trust may not infringe the applicable rule against perpetuities and

provided that one or more of the Beneficiaries are beneficiaries of that other trust.

48. Payment of Expenses

To pay out of Net Income or capital or partly out of Net Income and partly from capital, as the

Trustees in their absolute discretion shall decide, all expenses and disbursements incurred in the

administration of the Trust, including, but not limited to, all legal costs incurred in the administration

of the Trust or in any litigation or possible litigation which may affect the Trustees, the Trust or the

Trust Property.

49. Duties and Taxes

To pay out of Net Income or capital, as they may from time to time in their absolute discretion

determine, any taxes or other imposts payable in connection with the Trust or payable by any

Beneficiaries in respect of the Trust or any part thereof.

SB-10  KPMG Law LLP  1379-3129-1674, v. 6

50. Employ or Engage Others

To retain and pay any agents, accountants, lawyers, brokers and other assistants and advisers

deemed by them to be helpful for the proper settlement or administration of the Trust, and, provided

that the person was selected and retained with reasonable care, to do so without any liability for

any neglect, omission, misconduct or default of any such retained person (provided further that if a

Trustee is engaged in a profession or business and is retained by the Trustees to provide services

to them in their capacity as Trustees, the Trustee or his or her firm may be paid a proper fee or

charge for any services provided by the Trustee or his or her firm, whether or not in the ordinary

course of the Trustee’s profession or business).

51. Banking Arrangements

To open and operate such bank accounts as may be expedient in the opinion of the Trustees and

to deposit any cash balances in the hands of the Trustees at any time in any chartered bank, caisse

populaire or trust company and, for the purposes of the Trust, to draw, make, endorse, deposit or

deal in cheques, bills of exchange, promissory notes, drafts or any other mercantile, commercial or

security documents of any nature or kind, and to enter into contracts or agreements of any nature

or kind, with such a chartered bank or trust company. For these purposes, the signatures of the

Trustees or those Trustees designated by all of the Trustees in writing, as Trustees, and not in their

personal capacity, shall be valid and binding upon the Trust. The Trustees may also appoint any

third party or third parties to execute such documents on behalf of the Trust.

52. Depreciation Reserves

The Trustees may provide for depreciation or depletion reserves to be charged against the Net

Income arising from depreciable or depleting assets held in the Trust Property. The rate of

depreciation or depletion to be taken annually shall be such rate as the Trustees shall deem

advisable.

53. Prosecution and Defence of Claims

To institute, prosecute or defend any suits, actions or other proceedings affecting the Trustees (in

their capacity as such) or the Trust Property, to settle any claim or other dispute, to submit any

claim or dispute to arbitration, and to compromise or compound any debt owing to or by the Trust.

54. Restructurings

To undertake such reorganizations of any corporation, company, partnership or trust, or such

restructurings of Trust Property, including any reorganization that results in the value of the Trust’s

interest in any such corporation, company, partnership or trust having been totally or partially

limited. For greater certainty, the exercise of such power shall not be considered an act in

derogation of the Trustees’ duty to protect and preserve the interests of the Beneficiaries.

55. Uniting with Others

To unite with other owners of property similar to any Trust Property, or any such property that can

be conveniently dealt with jointly, in carrying out any plan for the consolidation, subdivision or

merger, dissolution or liquidation, foreclosure, lease or sale of the property, incorporation or

reincorporation, reorganization or readjustment of the capital or financial structure of any

corporation, company or association, the securities of which may form a portion of the trust. In so

doing, the Trustees may become and serve as a member of any stockholders’ or bondholders’ or

creditors’ protective committee; may present proposals and oppose proposals presented; may

approve or disapprove what is discussed and protect against any matter or thing which the Trustees

might consider contrary to the best interest of the Trust; may deposit securities in accordance with

SB-11  KPMG Law LLP  1379-3129-1674, v. 6

any plan agreed upon; may pay any assessment, expense or other sum of money that may be

required for the protection or furtherance of the interest of the Beneficiaries with reference to any

such plan; and may receive and retain as investments of the Trust any securities issued as a result

of the execution of such plan, whether or not they would be authorized investments but for this

provision of this Deed

56. Make Decisions on the Application of the ITA and the Excise Tax Act (and any analogous

provincial legislation)

The following provisions of this paragraph are made to assist the Trustees in administering the

trusts and in complying with the provisions of the ITA and the Excise Tax Act (and any analogous

provincial legislation):

(a) The Trustees will have all the powers of trustees granted, referred to or necessary under

the relevant provisions of the ITA and the Excise Tax Act, or any other taxing statute

affecting the Trust, including the power to elect, designate, allocate, apportion, pay or make

payable any amount for tax or other purposes, in respect of a Beneficiary or the Trust. The

Trustees may make any allocation, determination, designation or election now or hereafter

required, permitted or contemplated by the ITA and the Excise Tax Act with respect to any

property, income, expense or other matter of or pertaining to the Trust Property, in the

same manner and to the same extent as any individual or other person might do,

notwithstanding that the allocation, determination, designation or election may have the

effect of conferring an advantage on any one or more of the Beneficiaries hereunder at the

expense of any one or more of the other Beneficiaries or could otherwise be considered

but for the foregoing as not being an impartial exercise by the Trustees of their duties,

powers and discretion under this settlement or as not being the maintaining of an even

hand among the Beneficiaries. The Trustees may take the additional action they consider

necessary to compensate any Beneficiary for any detriment he or she may suffer as a

result of any action permitted by this provision if in the Trustees’ discretion the action is

necessary, advisable or desirable.

(b) The Trustees may allocate among the Beneficiaries the incidence of tax credits and

allowances of like nature, in the manner and in the proportion as they see fit, and in making

the allocation, the Trustees may do so on terms and with adjustments among the

Beneficiaries as will not necessarily preserve an even-handed treatment among the

Beneficiaries.

(c) The Trustees will have full discretion to make and file all income tax and other returns,

elections, notices, designations or similar documents required by law or which the Trustees

deem advisable whether on behalf of the Trust or on behalf of a Beneficiary.

57. Fulfilment of Duties

To perform any other actions, make any other decisions and do any other things necessary or

appropriate in the opinion of the Trustees to fulfil their duties and responsibilities under this Deed

or otherwise to comply with this Deed.

58. Unfettered Discretion

To exercise their powers and authority in their sole, absolute and unfettered discretion. The

exercise of this discretion by the Trustees is binding on all parties interested or potentially interested

in the Trust.

KPMG Law LLP  SCHEDULE C

[NTD: Insert photocopy/scan/photo of settlement property]

TOC-2  1379-3129-1674, v. 6

SCHEDULE D

TRUSTEE APPOINTMENT PROTOCOL

In accordance with section 10.7 of this deed, the following constraints shall apply to the appointment of

Trustees where Peter and Grace both are unable or unwilling to act as Trustee, death, resignation,

incapacity, ineligibility under this Deed or any other reason:

1 For so long as one of Peter or Grace is a Trustee, there shall at all times be at least three (3) Trustees,

all of whom shall be Original Trustees.

2 At such time as neither Peter nor Grace is a Trustee, there shall at all times be four (4) Trustees.

3 While they are alive and able to act:

1. a) Timothy and Calvin shall occupy two (2) of the Trustee positions; and
2. b) The remaining two (2) positions will be selected by Timothy and Calvin subject to the requirement

that one (1) of the remaining Trustee positions must be occupied by a lineal descendant of Calvin

selected by Calvin, and one (1) of the remaining Trustee positions must be occupied by a lineal

descendant of Timothy selected by Timothy.

OR

1. c) The remaining two (2) positions will be selected by Timothy and Calvin, acting together, subject to

the requirement that one (1) of the remaining Trustee positions must be occupied by a lineal

descendant of Calvin, and one (1) of the remaining Trustee positions must be occupied by a lineal

descendant of Timothy.

4 Upon the first of Timothy and Calvin to be unwilling or unable to act as Trustee, whether due to death,

resignation, incapacity, ineligibility under this Deed or any other reason:

1. a) Two (2) of the Trustees must be lineal descendants of the first of Timothy and Calvin to be unwilling

or unable to act. If the first of Timothy and Calvin to be unable to unwilling or unable to act has left

instructions regarding who should fill these roles in a last will and testament, letter of wishes or

similar document, the remaining Trustee is to make these appointments in accordance with the

most recently authored instructions;

1. b) The remaining Trustee will continue in their role; and
2. c) One (1) of the Trustees shall be a lineal descendant of the remaining Trustee appointed by the

remaining Trustee.

5 Where Timothy and Calvin are both unwilling or unable to act as Trustees, whether due to death,

resignation, incapacity, ineligibility under this Deed or any other reason:

1. a) Two (2) of the Trustees must be lineal descendants of Timothy; and
2. b) Two (2) of the Trustees must be lineal descendants of Calvin;

subject to the requirement that if there is a vacancy in the two posts allocated to either Timothy or Calvin

and either of them has left instructions regarding who should fill the vacancy or vacancies in a last will and

testament, letter of wishes or similar document, appointments must be made in accordance with the most

recently authored instructions. [NTD: When the two appointees from one side of the family have their

TOC-3  1379-3129-1674, v. 6

terms expire simultaneously, the remaining appointees from the other side of the family will be able

to appoint their replacements. Consider whether this poses an issue.]

6 With respect to any person appointed as a Trustee other than the Original Trustees:

1. a) The term of that Trustee shall be five years from the date of appointment, after which they will

automatically cease to hold office as a Trustee; and

1. b) The remaining Trustees may, at a point not earlier than one month prior to the expiry of a particular

Trustee’s term, vote unanimously to renew that Trustee’s term of office for a further five years