August 9, 2013

Mr. Ed WhittinghamExecutive DirectorPembina Institute

Box 7558Drayton Valley, AB T7A 157CANADA

Grant # TFR13-01898

Dear Mr. Whittingham:

I am happy to inform you that Tides Foundation, on the recommendation of an exist inglund, has decided to give your organization a $225,000.00 grant. This six-month grant is

lor your organization to advance policy improvements, the narrative that oilsandsexpansion is problematic, land use decisions that slow expansion, and improved climate

policy. This grant is also to provide regular briefings to the Tar Sands Group andbroaden the base of key influencers, as outlined in your proposal. We are sending a$225,000.00 wire to your account as complete payment of this grant. By acceptingpayment, you agree to all the terms and conditions set tonn in this letter. On behalf ofthe Tides community, I would like to thank you for your important work in this field.

The conditions 01this grant are as follows:

Your organization agrees to submit to Tides a final report by January 15, 2014. The linalreport (which should be 3·5 pages) should include the following: (1) What were yourmajor activities over the grant period? (2) What objectives were ach ieved and whatobse rvable evidence confirms this? (3) What objectives were not achieved and why?What steps are being taken to achieve them? (4) What are the key lessons learned?How is the organization incorporating them into future work? (5) Financial report on theexpenditure of grant funds. To submit all reports, please visit www.tidesgranlreports.org andfollow the instructions on the website. If you do not have internet access, please mail onecopy of your report to our national office in San Francisco, Attn: Grants Administration.Please do not send additional materials unless requested.

Any portion 01 this grant not used for the stated purpose must be repaid to Tides by yourorganization. Any change of purpose must be requested and approved in advance, inwriting.

All expenditures made for the purposes of the grant shall appear in your organization'sfinancial records, and such records will be made available to Tides Foundation at

reasonable times upon request.

Your organization agrees to notify Tides immediately, in writing, of any change in its tax­

exempt status, its executive staff or key staff responsible for achieving the grantpurposes, or any other change in its program that would affect its ability to achieve the

grant purposes.

Your organization agrees that it shall not use any portion of this grant to make sub-grantsor sub-contracts to individuals on a non-objective basis, or for any non-charitable or non­educational purpose. This grant does not represent the payment of a pledge or otherfinancial obligation. No goods or services should be provided in return for this grant.

Your organization agrees not to use any portion of the granted funds to: carry onpropaganda or to attempt to influence specific legislation either by direct or grassroots

lobbying.

TIDESFOUN DATI ON

SAN FRAHCls m OFFiCE

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Your organization shall not use funds to participate in or intervene in (including the publishing ordistribution of statements) any campaign on behalf of (or in opposition to) any candidate for public office:or fund any specif ic voter registration drive that is conducted in a manner that favors a particularcandidate or slate of candidates. Your organization has not violated and will not violate any federal orstate laws applicable to campaign finance or lobbying limitations or reporting rules, and will indemnify,defend and hold Tides Foundation harmless from all costs or damages incurred by Tides arising out ofyour organization's activities, to the fullest extent permitted by law.

Your organization agrees that all copyright, patent, trade secret, trademark and any other intellectualproperty or proprietary rights developed by your organization including its officers, directors, employees,contractors, sub-grantees and agents with grant funds shall be owned by your organization. Yourorganization shall place and widely disseminate the grant works in the public domain, free for any use.

You certify that your organization does not discriminate on any unlawful basis with regard to hiring oremployment practices or in the administration or provision of programs and services. Your certify thatyour organization does not discriminate on the basis of sexual orientation or gender identity in hiring oremployment practices.

Your organization agrees to comply with all applicable export laws and trade sanctions programs. Yourorganization agrees to comply with all applicable laws, including all anti-bribery or anti-corruption laws.Your organization and officers, directors, employees, or agents have not and will not pay, offer or promiseto pay, or authorize the payment directly or indirectly, of any money, gift or anything of value to anygovernment officia l or employee or any political party or candidate for political office for the purpose ofinfluencing any act or decision of such official or of the government to obtain or retain business , or directbusiness to your organization.

Your organization certifies that it is legally authorized to receive this grant under its own policies, as wellas any other applicable laws and regulations. Your organization certifies that the person acceptingpayment has the authority and has obtained all necessary approvals to accept the grant award.

If the Donor or Fund Advisor is known to you, your organization agrees that it shall not use any portion ofthis grant to make any grant or loan, pay compensation, reimburse expenses, or make any other similarpayment to: (i) any Donor to this Fund, (ii) any Fund Advisor to this Fund, (iii) any Relative of a Donor orFund Advisor to this Fund, or (iv) any Controlled Entity.

This grant must be used exclusively for activities conducted outside of the United States . Your

organization is expected to take all necessary steps to counteract exchange rate fluctuations andinflation. Any exchange losses will not be paid by Tides.

If you have occasion to announce or acknowledge this grant publicly. please indicate that support wasprovided by Tides Foundation, on the recommendation of an existing fund.

Should you have questions regarding your grants, please email your inquiry to grants@tides.org. Youmay also review our Frequently Asked Questions at www.tidesfoundation.org/forgrantees. Please includeyour grant number on all correspondence. In the interest of conservation, we request that you do not addTides to your general mailing list.

Tides Foundation has supported organizations working for positive social change since 1976. We areproud to include your organization in that history.

Sincerely,

4f~Gary D. SchwartzInterim Chief Executive Officer

April 12, 2013

Mr. Ed WhittinghamExecutive DirectorPembina InstituteBox 7558Drayton Valley, AB T7A 1S7CANADA

Grant # TFR13-00928

Dear Mr. Whittingham:

I am happy to inform you that Tides Foundation, on the recommendation of an existingfund, has decided to give your organization a $55,000.00 grant. This four-month grant isfor your organization's work for further raising awareness of the negative impacts of thetar sands on the economy, for participating in conversation with Province of Alberta aboutwater land and air regulatory reform , technical support to tar sands campaign partner,and for participation in the Shell JRPs and preparation for the Tech Frontier JRP . We aresending a $55,000.00 wire to your account as complete payment of this grant. Byaccepting payment, you agree to all the terms and conditions set forth in this letter. Onbehalf of the Tides community, I would like to thank you for your important work in thisfield .

The conditions of this grant are as follows :

Any portion of this grant not used for the stated purpose must be repaid to Tides by yourorganization. Any change of purpose must be requested and approved in advance, inwriting.

Your organization agrees not to use any portion of the granted funds to: carry onpropaganda or to attempt to influence specific legislation either by direct or grassrootslobbying .

Your organization agrees to submit to Tides a final report by July 15, 2013 . We preferyou email your report to grantreports@tides.org using your grant ID number as thesubject line. If you do not have access to email, please mail one copy of your report ,Attn: Grants Administrat ion, to Tides Foundat ion's National office in San Francisco .Please do not send additional materials unless requested. The final report (which shouldbe 3-5 pages) should include the following : (1) What were your major activit ies over thegrant period? (2) What objectives were achieved and what observable evidence confirmsthis? (3) What objectives were not achieved and why? What steps are being taken toachieve them? (4) What are the key lessons learned? How is the organizationincorporating them into future work? (5) Financial report on the expenditure of grantfunds .

Your organization agrees to notify Tides immediately, in writing, of any change in its tax-exempt status , its executive staff or key staff responsible for achieving the grantpurposes, or any other change in its program that would affect its ability to achieve thegrant purposes.

Your organization agrees that it shall not use any portion of this grant to make grants toindividuals on a non-objective basis, nor for any non-charitable or non-educationalpurpose . This grant does not represent the payment of a pledge or other financialobligation . No goods or services should be provided in return for this grant.

TIDES FOUNDATION

SAN FRANCISCO OFFICE

P.O Box 29903

SanFrancrsco, CA19/'129-0903

rnain s15.561 61000

fax 415.561 61001

NEWYORKOFFICE

55Exchange Place I SUite 402

NewYork,NYI 10005 3304

main 212.509.1049

fax 212.509.1059

www.tides.org

Your organization shall not use funds to participate in or intervene in (including the

publishing or distribution of statements) any campaign on behalf of (or in opposition to)

any candidate for public office; or fund any specific voter registration drive that is

conducted in a manner that favors a particular candidate or slate of candidates. Your

organization has not violated and will not violate any federal or state laws applicable to

campaign finance or lobbying limitations or reporting rules, and will indemnify, defend and

hold Tides Foundation harmless from all costs or damages incurred by Tides arising out

of your organization's activities.

All expenditures made for the purposes of the grant shall appear in your organization's

financial records, and such records will be made available to Tides Foundat ion at

reasonable times upon request.

If the Donor or Fund Advisor is known to you, your organization agrees that it shall not

use any portion of this grant to make any grant or loan, pay compensation, reimburse

expenses, or make any other similar payment to: (i) any Donor to this Fund, (ii) any Fund

Advisor to this Fund, (iii) any Relative of a Donor or Fund Advisor to this Fund, or (iv) any

Controlled Entity.

This grant must be used exclusively for activities conducted outside the U.S. Your

organization is expected to take all necessary steps to counteract exchange ratefluctuations and inflation . Any exchange losses will not be paid by Tides .

If you have occasion to announce or acknowledge this grant publicly, please indicate that

support was provided by Tides Foundation, on the recommendation of an existing fund.

Should you have quest ions regarding your grants , please email your inquiry to

grants@tides.org. You may also review our Frequently Asked Questions at

www.tidesfoundation .org/forgrantees. Please include your grant number on all

correspondence. In the interest of conservation, we request that you do not add Tides toyour general mailing list.

Tides Foundation has supported organizations working for positive social change since1976. We are proud to include your organization in that history .

Sincerely,

Melissa L. BradleyChief Execut ive Officer