Common use of Adjustment of Conversion Price Clause in Contracts

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows: (a) if and whenever at any time during the Adjustment Period, the Corporation shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number of such shares; or (ii) reduce, combine or consolidate its outstanding Common Shares into a smaller number of such shares; the Conversion Price in effect on the effective date of such subdivision, redivision, change, reduction, combination or consolidation, as the case may be, shall in the case of the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur; (b) if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that: (i) Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that such distribution is not so made, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (d) if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of the number of shares then sought to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1. (g) if, in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriate.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows: (a) if and whenever If at any time during after the Adjustment Perioddate of this Debenture, Maker shall subdivide its outstanding Shares, the Corporation shall: (i) subdivide, redivide Conversion Price and Mandatory Conversion Threshold in effect immediately prior to such issuance or change its subdivision shall be proportionately reduced. If the outstanding Common Shares into a greater number of such shares; or (ii) reduce, combine or consolidate its outstanding Common Shares shall be combined into a smaller number of such shares; , the Conversion Price and Mandatory Conversion Threshold in effect on the effective date of such subdivision, redivision, change, reduction, combination or consolidation, as the case may be, shall in the case of the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator combination shall be the total number of Common Shares outstanding immediately after such dateproportionately increased. Such adjustment The Conversion Price and Mandatory Conversion Threshold also shall be made successively whenever any appropriately adjusted in the event referred to in this Section 7.1(a) shall occur; (b) if and whenever at any time during of the Adjustment Periodsubsequent issuance of Shares or securities convertible into Shares, the Corporation shall fix a record date for by way of security dividend or distribution, the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Conversion Price in effect on such record date by a fraction, distribution of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether other class of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that:assets. (ib) Except as set forth herein, if at any time after the date of this Third Amended and Restated Debenture, the Maker shall issue or sell Common Shares owned by Stock, or held warrants or options exercisable for the account of the Corporation Common Stock, preferred stock convertible into Common Stock, or any subsidiary shall be deemed not other securities convertible into Common Stock, in a capital raising transaction, at a consideration per share, or exercise or conversion price per share, as applicable, less than the Conversion Price in effect immediately prior to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that such distribution is not so madeissuance, the Conversion Price shall be readjusted reduced to such issuance price. For purposes of determining the issuance price, the amount of consideration paid upon issuance of the security and any additional consideration to be paid upon conversion or exercise of the same security shall be combined to determine the total issuance price. The following securities shall be excluded from the foregoing and shall not result in any change to the Conversion Price: (i) capital stock, options or convertible securities issued to directors, officers, employees or consultants of the Maker in connection with their service as directors of the Maker, their employment by the Maker or their retention as consultants by the Maker, (ii) shares of Common Stock issued upon the conversion or exercise of options or convertible securities that were issued and outstanding on the date immediately preceding the date of this Third Amended and Restated Debenture, provided such securities are not amended after the date of this Third Amended and Restated Debenture to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof (iii) securities issued pursuant to the Third Amended and Restated Debenture and securities issued upon the exercise or conversion of those securities, (iv) shares of Common Stock issued or issuable by reason of a dividend, stock split or other distribution on shares of Common Stock (but only to the extent that such a dividend, split or distribution results in an adjustment in the Conversion Price pursuant to the other provisions of this Third Amended and Restated Debenture), and (v) capital stock, options or convertible securities issued as consideration for an acquisition or strategic transaction approved by a majority of the disinterested directors of the Maker, provided that any such issuance shall only be a person or entity (or to the equityholders of an entity) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Maker and shall provide to the Maker additional benefits in addition to the investment of funds, but shall not, for the purposes of this clause (v), include a transaction in which the Maker is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. Notwithstanding the foregoing, no adjustment to the Conversion Price which would then shall be made as a result of the Maker’s sale of securities through February 1, 2024. (c) No adjustment in effect if such record date had not been fixed or to the Conversion Price which and/or the number of shares of Common Stock subject to the Debenture need be made if such adjustment would then be result in effect based upon such a change in the Conversion Price of less than one cent ($0.01) or a change in the number of subject shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be;less than one-tenth (1/10th) of a share. (d) if and whenever at Upon any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise adjustment of the Conversion RightPrice hereunder, be entitled Maker will compute the adjustment and prepare and furnish to receive and shall accept, in lieu of the number of shares then sought to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and Purchaser a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no certificate setting forth such adjustment shall be made if, subject to and showing in detail the prior approval of applicable stock exchanges facts upon which the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1is based. (g) if, in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriate.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows: (a) if and whenever at any time during In case the Adjustment PeriodCompany shall (1) pay a dividend in shares of Common Stock to holders of Common Stock, the Corporation shall: (i2) subdividemake a distribution in shares of Common Stock to holders of Common Stock, redivide or change (3) subdivide its outstanding shares of Common Shares Stock into a greater number of such shares; or shares of Common Stock or (ii4) reduce, combine or consolidate its outstanding shares of Common Shares Stock into a smaller number of such shares; shares of Common Stock, the Conversion Price in effect on immediately prior to such action shall be adjusted so that the holder of any Security thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which he would have owned immediately following such action had such Securities been converted immediately prior thereto. Any adjustment made pursuant to this subsection (a) shall become effective immediately after the record date of such subdivision, redivision, change, reduction, combination or consolidation, as the case may be, shall in the case of a dividend or distribution and shall become effective immediately after the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, effective date in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination a subdivision or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur;combination. (b) if and whenever at any time during In case the Adjustment Period, Company shall issue rights or warrants to substantially all holders of Common Stock entitling them (for a period commencing no earlier than the Corporation shall fix a record date for the issuance determination of rights, options holders of Common Stock entitled to receive such rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period and expiring not more than 45 days after such record date, ) to subscribe for or purchase shares of Common Shares Stock (or securities convertible or exchangeable into Common SharesStock) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Current Market Price (as determined pursuant to subsection (f) below) of the Common Stock on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it same shall equal the price determined by multiplying the Conversion Price in effect on immediately prior to such record date by a fraction, fraction of which the numerator shall be the total number of shares of Common Shares Stock outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less plus the fair market value number of shares of Common Stock which the aggregate offering price of the offered shares of Common Stock (as determined by or the Directors, subject to Section 7.4 aggregate conversion price of the convertible securities so offered) would purchase at such shares, rights, options, warrants, evidences of indebtedness or assets so distributedCurrent Market Price, and of which the denominator shall be the total number of shares of Common Shares Stock outstanding on such record date multiplied plus the number of additional shares of Common Stock offered (or into which the convertible securities so offered are convertible). Such adjustments shall become effective immediately after such record date. (c) In case the Company shall distribute to all holders of Common Stock shares of any class of Capital Stock of the Company (other than Common Stock referred to in subsection (a) above), evidences of indebtedness or other assets (other than cash dividends out of current or retained earnings), or shall distribute to substantially all holders of Common Stock rights or warrants to subscribe for securities (other than those Securities referred to in subsection (b) above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such Twenty Day Weighted Average Trading distribution by a fraction of which the numerator shall be the Current Market Price (determined as provided that: in subsection (f) below) of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and described in a Board Resolution) of the portion of the assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock, and of which the denominator shall be such Current Market Price of the Common Stock. Such adjustment shall become effective immediately after the record date for the determination of the holders of Common Stock entitled to receive such distribution. Notwithstanding the foregoing, in case the Company shall issue rights or warrants to subscribe for additional shares of the Company’s capital stock (other than those referred to in subsection (b) above) (“Rights”) to substantially all holders of Common Stock, the Company may, in lieu of making any adjustment pursuant to this Section 5.06, make proper provision so that each holder of a Security who converts such Security (or any portion thereof) after the record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the “Conversion Shares”), a number of Rights to be determined as follows: (i) Common Shares owned by if such conversion occurs on or held prior to the date for the account distribution to the holders of Rights of separate certificates evidencing such Rights (the Corporation or any subsidiary shall be deemed not “Distribution Date”), the same number of Rights to be outstanding for which a holder of a number of shares of Common Stock equal to the purpose number of any Conversion Shares is entitled at the time of such computation; conversion in accordance with the terms and provisions of and applicable to the Rights; and (ii) if such adjustment shall be made successively whenever conversion occurs after the Distribution Date, the same number of Rights to which a holder of the number of shares of Common Stock into which the principal amount of the Security so converted was convertible immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms and provisions of and applicable to the Rights. In the event the Company implements a shareholder rights plan, such a record date is fixed;rights plan must provide that upon conversion of the Securities the holders will receive, in addition to the Common Stock issuable upon such conversion, such rights (whether or not such rights have separated from the Common Stock at the time of such conversion). (iiid) In case the Company shall, by dividend or otherwise, at any time distribute to all holders of its Common Stock cash (including any distributions of cash out of current or retained earnings of the extent Company but excluding any cash that is distributed as part of a distribution requiring a Conversion Price adjustment pursuant to paragraph (c) of this Section) in an aggregate amount that, together with the sum of (x) the aggregate amount of any other distributions to all holders of its Common Stock made in cash plus (y) all Excess Payments, in each case made within the 12 months preceding the date fixed for determining the shareholders entitled to such distribution is not so (the “Distribution Record Date”) and in respect of which no Conversion Price adjustment pursuant to paragraphs (c) or (e) of this Section or this paragraph (d) has been made, exceeds 15% of the product of the Current Market Price per share (determined as provided in paragraph (f) of this Section) of the Common Stock on the Distribution Record Date multiplied by the number of shares of Common Stock outstanding on the Distribution Record Date (excluding shares held in the treasury of the Company), the Conversion Price shall be readjusted reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this paragraph (d) by a fraction of which would then the numerator shall be the Current Market Price per share (determined as provided in effect if paragraph (f) of this Section) of the Common Stock on the Distribution Record Date less the amount of such record date had not been fixed or cash and other consideration (including any Excess Payments) so distributed applicable to one share of Common Stock (equal to the Conversion aggregate amount of such cash and other consideration (including any Excess Payments) divided by the number of shares of Common Stock outstanding on the Distribution Record Date) and the denominator shall be such Current Market Price which would then per share (determined as provided in paragraph (f) of this Section) of the Common Stock on the Distribution Record Date, such reduction to become effective immediately prior to the opening of business on the day following the Distribution Record Date. (e) In case a tender offer or other negotiated transaction made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock shall be consummated, if an Excess Payment is made in effect based upon respect of such shares tender offer or rightsother negotiated transaction and the amount of such Excess Payment, options together with the sum of (x) the aggregate amount of all Excess Payments plus (y) the aggregate amount of all distributions to all holders of the Common Stock made in cash (including any distributions of cash out of current or warrants retained earnings of the Company), in each case made within the 12 months preceding the date of payment of such current negotiated transaction consideration or evidences expiration of indebtedness or assets actually distributedsuch current tender offer, as the case may be; be (the “Purchase Date”), and as to which no adjustment pursuant to paragraph (c) or paragraph (d) if and whenever at any time during of this Section or this paragraph (e) has been made, exceeds 15% of the Adjustment Period, there is a reclassification product of the Current Market Price per share (determined as provided in paragraph (f) of this Section) of the Common Shares or a capital reorganization of Stock on the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of Purchase Date multiplied by the number of shares then sought of Common Stock outstanding (including any tendered shares but excluding any shares held in the treasury of the Company or any Subsidiary of the Company) on the Purchase Date, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this paragraph (e) by a fraction of which the numerator shall be acquired the Current Market Price per share (determined as provided in paragraph (f) of this Section) of the Common Stock on the Purchase Date less the amount of such Excess Payments and such cash distributions, if any, applicable to one share of Common Stock (equal to the aggregate amount of such Excess Payments and such cash distributions divided by it, the number of shares of Common Shares or other securities or property Stock outstanding on the Purchase Date) and the denominator shall be such Current Market Price per share (determined as provided in paragraph (f) of this Section) of the Corporation or Common Stock on the Purchase Date, such reduction to become effective immediately prior to the opening of business on the day following the Purchase Date. (f) The “Current Market Price” per share of Common Stock on any date shall be deemed to be the average of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as Daily Market Prices for the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, shorter of (i) 30 consecutive Business Days ending on the record last full Trading Day on the exchange or market referred to in determining such Daily Market Prices prior to the time of determination or (ii) the period commencing on the date or next succeeding the effective date thereof, as the case may be, the Holder had been the registered holder first public announcement of the number issuance of Common Shares sought such rights or such warrants or such other distribution or such negotiated transaction through such last full Trading Day on the exchange or market referred to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made in determining such Daily Market Prices prior to the Conversion Price;time of determination. (eg) in In any case in which this Section 7.1(b) or 7.1(c) 5.06 shall require that an adjustment be made immediately following a record date for an event, the Company may elect to defer, until such event, issuing to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of any Security converted after such record date the shares of Common Shares Stock and other Capital Stock of the Company issuable upon such conversion over and above the shares of Common Stock and other Capital Stock of the Company issuable upon such conversion only on the applicable record date or effective date, as the case may be, by virtue basis of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shallprior to adjustment; and, in lieu of the case shares the issuance of adjustments which is so deferred, the Company shall issue or cause its transfer agents to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues issue due bills or other events resulting in any adjustment under the provisions of this Section 7.1. (g) if, in the opinion appropriate evidence of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in right to receive such provisions for the benefit of the Holder as the Directors deem appropriateshares.

Adjustment of Conversion Price. The Subject to the requirements of the Stock Exchange, the Conversion Price in effect at any date shall be subject to adjustment from time to time as follows:set forth below. (a) if If and whenever at any time during the Adjustment Period, the Corporation Company shall: (i) fix a record date for the issue of, or issue, Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or otherwise; (ii) fix a record date for the distribution to, or make a distribution to, the holders of all or substantially all of the outstanding Common Shares payable in Common Shares or securities exchangeable or exercisable for or convertible into Common Shares; (iii) subdivide, redivide re-divide or change its then outstanding Common Shares into a greater number of such sharesCommon Shares; or (iiiv) reduce, combine or consolidate its then outstanding Common Shares into a smaller lesser number of Common Shares, (any of such shares; events in Sections 6.5(a)(i), 6.5(a)(ii), 6.5(a)(iii) and 6.5(a)(iv) above being herein called a "Common Share Reorganization"), then the Conversion Price shall be adjusted on the earlier of the record date on which holders of Common Shares are determined for the purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to the amount determined by multiplying the Conversion Price in effect on the immediately prior to such record date or effective date of such subdivision, redivision, change, reduction, combination or consolidationdate, as the case may be, shall in the case of the events referred to in by a fraction: (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction numerator of which the numerator shall be the total number of Common Shares outstanding immediately prior on such record date or effective date, as the case may be, before giving effect to such date and Common Share Reorganization; and (ii) the denominator of which shall be the total number of Common Shares which will be outstanding immediately after giving effect to such Common Share Reorganization (including in the case of a distribution of securities exchangeable or exercisable for or convertible into Common Shares, the number of Common Shares that would have been outstanding had such securities been exchanged or exercised for or converted into Common Shares on such date). Such To the extent that any adjustment in the Conversion Price occurs pursuant to this Section 6.5(a) as a result of the fixing by the Company of a record date for the distribution of securities exchangeable or exercisable for or convertible into Common Shares, the Conversion Price shall be made successively whenever readjusted immediately after the expiry of any event referred relevant exchange, exercise or conversion right to the Conversion Price which would then be in this Section 7.1(a) effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall occur;be further readjusted in such manner upon the expiry of any further such right. (b) if and whenever If at any time during the Adjustment Period, the Corporation Company shall fix a record date for the issuance issue or distribution to the holders of all or substantially all of the outstanding Common Shares of rights, options or warrants pursuant to all or substantially all the which such holders of its outstanding Common Shares entitling themare entitled, for during a period expiring not more than 45 days after the record date for such record dateissue (such period being the "Rights Period"), to subscribe for or purchase Common Shares (or securities exchangeable or exercisable for or convertible or exchangeable into Common Shares) Shares at a price per share to the holder (or having a in the case of securities exchangeable or exercisable for or convertible into Common Shares, at an exchange, exercise or conversion or exchange price per share) at the date of issue of such securities of less than 95% of the Twenty Day Weighted Average Trading Current Market Price of the Common Shares on such record datedate (any of such events being called a "Rights Offering"), the Conversion Price shall be adjusted effective immediately after such the record date so that it shall equal for such Rights Offering to the amount determined by multiplying the Conversion Price in effect on such record date by a fraction, : (i) the numerator of which the numerator shall be the total aggregate of (1) the number of Common Shares outstanding on the record date for the Rights Offering, and (2) the quotient determined by dividing (A) either (a) the product of the number of Common Shares offered during the Rights Period pursuant to the Rights Offering and the price at which such Common Shares are offered, or, (b) the product of the exchange, exercise or conversion price of the securities so offered and the number of Common Shares for or into which the securities offered pursuant to the Rights Offering may be exchanged, exercised or converted, as the case may be, by (B) the Current Market Price of the Common Shares as of the record date for the Rights Offering; and (ii) the denominator of which shall be the aggregate of the number of Common Shares outstanding on such record date multiplied and the number of Common Shares offered pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable or exercisable for or convertible into Common Shares the number of Common Shares for or into which such securities may be exchanged, exercised or converted). If by the Twenty Day Weighted Average Trading Price on such record date, less terms of the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options options, or warrantswarrants referred to in this Section 6.5(b), and there is more than one purchase, exchange, exercise or conversion price per Common Share, the aggregate price of which the denominator shall be the total number of additional Common Shares outstanding offered for subscription or purchase, or the aggregate exchange, exercise or conversion price of the exchangeable, exercisable or convertible securities so offered, shall be calculated for purposes of the adjustment on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any the basis of the lowest purchase, exchange, exercise or conversion price per Common Share, as the case may be. Any Common Shares owned by or held for the account of the corporation or any subsidiary Company shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to calculation. To the extent that any such adjustment in the Conversion Price occurs pursuant to this Section 6.5(b) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants are not exercised prior referred to the expiration thereofin this Section 6.5(b), the Conversion Price shall be readjusted immediately after the expiry of any relevant exchange, exercise or conversion right to the Conversion Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right. To the extent that such Rights Offering is not ultimately so made, the Conversion Price shall then be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed fixed. (c) If at any time during the Adjustment Period the Company shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Common Shares of: (i) shares of the Company of any class other than Common Shares; (ii) rights, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares (other than rights, options or warrants pursuant to which holders of Common Shares are entitled, during a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Shares or securities exchangeable or exercisable for or convertible into Common Shares at a price per share (or in the case of securities exchangeable or exercisable for or convertible into Common Shares at an exchange, exercise or conversion price per share) on the record date for the issue of such securities to the holder of at least 95% of the Current Market Price of the Common Shares on such record date); (iii) evidences of indebtedness of the Company; or (iv) any property or other assets of the Company; and if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a "Special Distribution"), the Conversion Price shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Conversion Price by a fraction: (1) the numerator of which shall be the difference between (A) the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date, and (B) the fair value, as determined by the directors of the Company and subject to approval by the TSXV, to the holders of Common Shares of the shares, rights, options, warrants, evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution, and (2) the denominator of which shall be the product obtained by multiplying the number of Common Shares outstanding on such record date by the Current Market Price of the Common Shares on such record date. Any Common Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Conversion Price occurs pursuant to this Section 6.5(c) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares referred to in this Section 6.5(c), the Conversion Price shall be readjusted immediately after the expiry of any relevant exchange, exercise or conversion right to the amount which would then be in effect based upon the number of Common Shares issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right. (d) If at any time during the Adjustment Period there shall occur: (i) a reclassification or redesignation of the Common Shares, a change of the Common Shares into other shares or securities convertible or exchangeable into any other capital reorganization involving the Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may beShares other than a Common Share Reorganization; (cii) if a consolidation, amalgamation, arrangement or merger of the Company with or into another body corporate which results in a reclassification or redesignation of the Common Shares or a change of the Common Shares into other shares or securities; or (iii) the transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity; (any of such events being called a "Capital Reorganization"), after the effective date of the Capital Reorganization the Debentureholder shall be entitled to receive, and whenever shall accept, for the same aggregate consideration, upon the conversion of the Debentures, in lieu of the number of Units to which the Debentureholder was theretofore entitled upon the conversion of the Debentures, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Debentureholder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Debentureholder had been the registered holder of the number of Units which the Debentureholders was theretofore entitled to purchase or receive upon the conversion of the Debentures. If necessary, as a result of any such Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this Indenture with respect to the rights and interests thereafter of the Debentureholder to the end that the provisions shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the conversion of the Debentures. (e) If at any time during the Adjustment Period the Corporation Company shall fix a record date for the making payment of a cash dividend or distribution to the holders of all or substantially all of the holders of its outstanding Common Shares (other than dividends paid in the ordinary course, once initiated under a dividend policy approved by the board of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividendsdirectors), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall be equal to the price determined by multiplying the Conversion Price in effect on such record date by a fraction, : (i) the numerator of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by difference between (1) the Twenty Day Weighted Average Trading Current Market Price on such record date, less and (2) the fair market value (as determined by the Directors, subject amount in cash per Common Share distributed to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number holders of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that: (i) Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation;Shares, and (ii) the denominator of which shall be the Current Market Price on such record date. Such adjustment shall be made successively whenever such a record date is fixed; (iii) to . To the extent that any such cash dividend or distribution is not so madepaid, the Conversion Price shall be readjusted re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed or fixed. (f) Any adjustment to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (d) if and whenever at any time during the Adjustment Period, there is a reclassification exercise price of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a) or a consolidationWarrants (but for certainty, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of the number of shares then sought to be acquired by it, not the number of Common Shares or other securities or property of underlying the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment Warrants) shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1. (g) if, in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder determined in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit terms of the Holder as Warrant Indenture and for greater certainty, such adjustments shall occur whether or not the Directors deem appropriateapplicable Debentures have been converted at the time of the event triggering such adjustment.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows: (a) if and whenever If at any time during after the Adjustment Perioddate of this Debenture, the Corporation shall: (i) subdivide, redivide or change Company shall subdivide its outstanding Common Shares, the Conversion Price in effect immediately prior to such issuance or subdivision shall be proportionately reduced. If the outstanding Shares into a greater number of such shares; or (ii) reduce, combine or consolidate its outstanding Common Shares shall be combined into a smaller number of such shares; , the Conversion Price in effect on the effective date of such subdivision, redivision, change, reduction, combination or consolidation, as the case may be, shall in the case of the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator combination shall be the total number of Common Shares outstanding immediately after such dateproportionately increased. Such adjustment The Conversion Price also shall be made successively whenever any appropriately adjusted in the event referred to in this Section 7.1(a) shall occur; (b) if and whenever at any time during of the Adjustment Periodsubsequent issuance of Shares or securities convertible into Shares, the Corporation shall fix a record date for by way of security dividend or distribution, the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Conversion Price in effect on such record date by a fraction, distribution of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether other class of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that:assets. (ib) Except as set forth herein, if at any time after the date of this Debenture, the Maker shall issue or sell Common Shares owned by Stock, or held warrants or options exercisable for the account of the Corporation Common Stock, preferred stock convertible into Common Stock, or any subsidiary shall be deemed not other securities convertible into Common Stock, in a capital raising transaction, at a consideration per share, or exercise or conversion price per share, as applicable, less than the Conversion Price in effect immediately prior to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that such distribution is not so madeissuance, the Conversion Price shall be readjusted reduced to such issuance price. For purposes of determining the issuance price, the amount of consideration paid upon issuance of the security and any additional consideration to be paid upon conversion or exercise of the same security shall be combined to determine the total issuance price. The following securities shall be excluded from the foregoing and shall not result in any change to the Conversion Price: (i) capital stock, options or convertible securities issued to directors, officers, employees or consultants of the Maker in connection with their service as directors of the Maker, their employment by the Maker or their retention as consultants by the Maker, (ii) shares of Common Stock issued upon the conversion or exercise of options or convertible securities that were issued and outstanding on the date immediately preceding the date of this Debenture, provided such securities are not amended after the date of this Debenture to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof (iii) securities issued pursuant to the Debenture and securities issued upon the exercise or conversion of those securities, (iv) shares of Common Stock issued or issuable by reason of a dividend, stock split or other distribution on shares of Common Stock (but only to the extent that such a dividend, split or distribution results in an adjustment in the Conversion Price which would then pursuant to the other provisions of this Debenture), and (v) capital stock, options or convertible securities issued as consideration for an acquisition or strategic transaction approved by a majority of the disinterested directors of the Maker, provided that any such issuance shall only be in effect if such record date had not been fixed a person or entity (or to the equityholders of an entity) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Maker and shall provide to the Maker additional benefits in addition to the investment of funds, but shall not, for the purposes of this clause (v), include a transaction in which the Maker is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. (c) No adjustment in the Conversion Price which and/or the number of shares of Common Stock subject to the Debenture need be made if such adjustment would then be result in effect based upon such a change in the Conversion Price of less than one cent ($0.01) or a change in the number of subject shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be;less than one-tenth (1/10th) of a share. (d) if and whenever at Upon any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise adjustment of the Conversion Right, be entitled to receive and shall accept, in lieu of the number of shares then sought to be acquired by itPrice hereunder, the number of Common Shares or other securities or property of Company will compute the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or adjustment and prepare and furnish to which such sale or conveyance may be made, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and Purchaser a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no certificate setting forth such adjustment shall be made if, subject to and showing in detail the prior approval of applicable stock exchanges facts upon which the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1is based. (g) if, in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriate.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows: (a) if and whenever at any time during In case the Adjustment PeriodCompany shall (1) pay a dividend in shares of Common Stock to holders of Common Stock, the Corporation shall: (i2) subdividemake a distribution in shares of Common Stock to holders of Common Stock, redivide or change (3) subdivide its outstanding shares of Common Shares Stock into a greater number of such shares; or shares of Common Stock or (ii4) reduce, combine or consolidate its outstanding shares of Common Shares Stock into a smaller number of such shares; shares of Common Stock, the Conversion Price in effect on immediately prior to such action shall be adjusted so that the holder of any Security thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which he would have owned immediately following such action had such Securities been converted immediately prior thereto. Any adjustment made pursuant to this subsection (a) shall become effective immediately after the record date of such subdivision, redivision, change, reduction, combination or consolidation, as the case may be, shall in the case of a dividend or distribution and shall become effective immediately after the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, effective date in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination a subdivision or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur;combination. (b) if and whenever at any time during In case the Adjustment Period, Company shall issue rights or warrants to substantially all holders of Common Stock entitling them (for a period commencing no earlier than the Corporation shall fix a record date for the issuance determination of rights, options holders of Common Stock entitled to receive such rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period and expiring not more than 45 days after such record date, ) to subscribe for or purchase shares of Common Shares Stock (or securities convertible or exchangeable into Common SharesStock) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Current Market Price (as determined pursuant to subsection (f) below) of the Common Stock on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it same shall equal the price determined by multiplying the Conversion Price in effect on immediately prior to such record date by a fraction, fraction of which the numerator shall be the total number of shares of Common Shares Stock outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less plus the fair market value number of shares of Common Stock which the aggregate offering price of the offered shares of Common Stock (as determined by or the Directors, subject to Section 7.4 aggregate conversion price of the convertible securities so offered) would purchase at such shares, rights, options, warrants, evidences of indebtedness or assets so distributedCurrent Market Price, and of which the denominator shall be the total number of shares of Common Shares Stock outstanding on such record date multiplied plus the number of additional shares of Common Stock offered (or into which the convertible securities so offered are convertible). Such adjustments shall become effective immediately after such record date. (c) In case the Company shall distribute to all holders of Common Stock shares of any class of Capital Stock of the Company other than Common Stock, evidences of indebtedness or other assets (other than cash dividends out of current or retained earnings), or shall distribute to substantially all holders of Common Stock rights or warrants to subscribe for securities (other than those Securities referred to in subsection (b) above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such Twenty Day Weighted Average Trading distribution by a fraction of which the numerator shall be the Current Market Price (determined as provided that: in subsection (f) below) of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and described in a Board Resolution) of the portion of the assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock, and of which the denominator shall be such Current Market Price of the Common Stock. Such adjustment shall become effective immediately after the record date for the determination of the holders of Common Stock entitled to receive such distribution. Notwithstanding the foregoing, in case the Company shall issue rights or warrants to subscribe for additional shares of the Company's capital stock (other than those referred to in subsection (b) above) ("Rights") to substantially all holders of Common Stock, the Company may, in lieu of making any adjustment pursuant to this Section 5.06, make proper provision so that each holder of a Security who converts such Security (or any portion thereof) after the record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of Rights to be determined as follows: (i) Common Shares owned by if such conversion occurs on or held prior to the date for the account distribution to the holders of Rights of separate certificates evidencing such Rights (the Corporation or any subsidiary shall be deemed not "Distribution Date"), the same number of Rights to be outstanding for which a holder of a number of shares of Common Stock equal to the purpose number of any Conversion Shares is entitled at the time of such computation; conversion in accordance with the terms and provisions of and applicable to the Rights; and (ii) if such adjustment shall be made successively whenever such conversion occurs after the Distribution Date, the same number of Rights to which a record date is fixed;holder of the number of shares of Common Stock into which the principal amount of the Security so converted was convertible immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms and provisions of and applicable to the Rights. (iiid) In case the Company shall, by dividend or otherwise, at any time distribute to all holders of its Common Stock cash (including any distributions of cash out of current or retained earnings of the extent Company but excluding any cash that is distributed as part of a distribution requiring a Conversion Price adjustment pursuant to paragraph (c) of this Section) in an aggregate amount that, together with the sum of (x) the aggregate amount of any other distributions to all holders of its Common Stock made in cash plus (y) all Excess Payments, in each case made within the 12 months preceding the date fixed for determining the stockholders entitled to such distribution is not so (the "Distribution Record Date") and in respect of which no Conversion Price adjustment pursuant to paragraphs (c) or (e) of this Section or this paragraph (d) has been made, exceeds 15% of the product of the Current Market Price per share (determined as provided in paragraph (f) of this Section) of the Common Stock on the Distribution Record Date multiplied by the number of shares of Common Stock outstanding on the Distribution Record Date (excluding shares held in the treasury of the Company), the Conversion Price shall be readjusted reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this paragraph (d) by a fraction of which would then the numerator shall be the Current Market Price per share (determined as provided in effect if paragraph (f) of this Section) of the Common Stock on the Distribution Record Date less the amount of such record date had not been fixed or cash and other consideration (including any Excess Payments) so distributed applicable to one share of Common Stock (equal to the Conversion aggregate amount of such cash and other consideration (including any Excess Payments) divided by the number of shares of Common Stock outstanding on the Distribution Record Date) and the denominator shall be such Current Market Price which would then per share (determined as provided in paragraph (f) of this Section) of the Common Stock on the Distribution Record Date, such reduction to become effective immediately prior to the opening of business on the day following the Distribution Record Date. (e) In case a tender offer or other negotiated transaction made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock shall be consummated, if an Excess Payment is made in effect based upon respect of such shares tender offer or rightsother negotiated transaction and the amount of such Excess Payment, options together with the sum of (x) the aggregate amount of all Excess Payments plus (y) the aggregate amount of all distributions to all holders of the Common Stock made in cash (including any distributions of cash out of current or warrants retained earnings of the Company), in each case made within the 12 months preceding the date of payment of such current negotiated transaction consideration or evidences expiration of indebtedness or assets actually distributedsuch current tender offer, as the case may be; be (the "Purchase Date"), and as to which no adjustment pursuant to paragraph (c) or paragraph (d) if and whenever at any time during of this Section or this paragraph (e) has been made, exceeds 15% of the Adjustment Period, there is a reclassification product of the Current Market Price per share (determined as provided in paragraph (f) of this Section) of the Common Shares or a capital reorganization of Stock on the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of Purchase Date multiplied by the number of shares then sought to be acquired by itof Common Stock outstanding (including any tendered shares but excluding any shares held in the treasury of the Company or any Subsidiary of the Company) on the Purchase Date, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may Conversion Price shall be made, as the case may be, reduced so that the Holder would have been entitled to receive on same shall equal the price determined by multiplying such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this paragraph (e) by a fraction of which the numerator shall be the Current Market Price per share (determined as provided in paragraph (f) of this Section) of the Common Stock on the Purchase Date less the amount of such Excess Payments and such cash distributions, if any, applicable record or to one share of Common Stock (equal to the aggregate amount of such Excess Payments and such cash distributions divided by the number of shares of Common Stock outstanding on the Purchase Date) and the denominator shall be such Current Market Price per share (determined as provided in paragraph (f) of this Section) of the Common Stock on the Purchase Date, such reduction to become effective date, as immediately prior to the case may be;opening of business on the day following the Purchase Date. (f) The "Current Market Price" per share of Common Stock on any date shall be deemed to be the adjustments provided average of the Daily Market Prices for the shorter of (i) 30 consecutive Business Days ending on the last full Trading Day on the exchange or market referred to in this Section 7.1 are cumulative, and shall, in the case of adjustments determining such Daily Market Prices prior to the Conversion Price be computed time of determination or (ii) the period commencing on the date next succeeding the first public announcement of the issuance of such rights or such warrants or such other distribution or such negotiated transaction through such last full trading day on the exchange or market referred to in determining such Daily Market Prices prior to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions time of this Section 7.1determination. (g) if, in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriate.

Adjustment of Conversion Price. The Optional Conversion Price or Forced Conversion Price, as applicable (each of which is referred to in this Section 4.5 as the “Conversion Price”), in effect at any date shall be subject to adjustment from time to time as follows: (a) if If and whenever at any time during prior to the Adjustment PeriodMaturity Date, the Corporation Company shall: (i) subdivide, subdivide or redivide or change its the outstanding Common Shares into a greater number of such shares; orShares; (ii) reduce, combine or consolidate its the outstanding Common Shares into a smaller number of such sharesShares; (iii) issue Shares (or securities convertible into or exchangeable for Shares) to the holders of all or substantially all of the outstanding Shares by way of stock dividend; or (iv) make a distribution on its outstanding Shares payable in Shares or securities exchangeable for or convertible into Shares, the Conversion Price in effect on the effective date of such subdivision, redivision, change, reduction, combination or consolidationconsolidation or on the record date for such issue of Shares (or securities convertible into or exchangeable for Shares) by way of a stock dividend or other distribution, as the case may be, shall shall, in the case of the events referred to in Sections 4.5(a)(i), (iiii) and (iv) above, be decreased in proportion to the increase in the number of outstanding Common Shares resulting from such subdivision, redivision or changedividend (including, in the case where securities convertible into or exchangeable for Shares are issued, the number of Shares that would have been outstanding had such securities been converted into or exchanged for Shares on such effective or record date) or shall, in the case of the events referred to in (iiSection 4.5(a)(ii) above, be increased in proportion to the decrease in the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such or record date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a4.5(a) shall occur;. Any such issue of Shares (or securities convertible into or exchangeable for Shares) by way of a stock dividend or other distribution shall be deemed to have been made on the record date for the stock dividend or other distribution for the purpose of calculating the number of outstanding Shares under Sections 4.5(b) and (g); to the extent that any such securities are not converted into or exchanged for Shares prior to the expiration of the conversion or exchange right, the Conversion Price shall be readjusted effective as at the date of such expiration to the Conversion Price which would then be in effect based upon the number of Shares actually issued on the exercise of such conversion or exchange right. (b) if If and whenever at any time during prior to the Adjustment PeriodMaturity Date, the Corporation Company shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 forty-five (45) days after such date of issue (such period from the record datedate to the date of expiry being referred to in this Section 4.5(b) as the “Rights Period”), to subscribe for or purchase Common Shares (or securities convertible into or exchangeable into Common for Shares) at a (such subscription price per share Share (inclusive of any cost of acquisition of securities exchangeable for or having convertible into Shares in addition to any direct cost of Shares) being referred to in this Section 4.5(b) as the “Per Share Cost”), the Borrowers shall give written notice to the Purchaser with respect thereto (any of such events herein referred to as a “Rights Offering”), and the Purchaser shall have fifteen (15) days after receipt of such notice (but prior to the Maturity Date or the date fixed for redemption of this Note) to elect to convert any or all of the Principal Amount of this Note into Shares at the then applicable Conversion Price and otherwise on terms and conditions set out in this Note. If the Purchaser validly elects to convert any or all of the Principal Amount of this Note, such conversion shall occur immediately prior to the record date for the issuance of such rights, options or exchange price per share) less than warrants. If the Twenty Day Weighted Average Trading Price on such record datePurchaser elects not to convert any of the Principal Amount of this Note, there shall continue to be an adjustment to the Conversion Price shall as a result of the issuance of such rights, options or warrants, in the manner hereinafter provided. The Conversion Price will be adjusted effective immediately after such record date so that it shall equal the amount end of the Rights Period to a price determined by multiplying the Conversion Price in effect on such record date immediately prior to the end of the Rights Period by a fraction, : (i) the numerator of which is the numerator shall be aggregate of: (A) the total number of Common Shares outstanding on such as of the record date multiplied by for the Twenty Day Weighted Average Trading Price on such record date, less Rights Offering; and (B) the fair market value (as number determined by dividing the Directors, subject product of the Per Share Cost and: 1. where the event giving rise to the application of this Section 7.44.5(b) was the issue of such rights, options or warrantswarrants to the holders of Shares under which such holders are entitled to subscribe for or purchase additional Shares, and the number of Shares so subscribed for or purchased during the Rights Period, or 2. where the event giving rise to the application of this Section 4.5(b) was the issue of rights, options or warrants to the holders of Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into Shares, the number of Shares for which those securities so subscribed for or purchased during the Rights Period could have been exchanged or into which they could have been converted during the Rights Period, by the trading price of the Shares on the Canadian Securities Exchange (or such other recognized stock exchange or quotation on which the Shares are listed for trading) (the “Current Market Price”) as of the record date for the Rights Offering; and (ii) the denominator of which is: (A) in the denominator shall be case described in subparagraph 4.5(b)(i)(B)(1), the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided thatoutstanding, or (iB) any Common in the case described in subparagraph 4.5(b)(i)(B)(2), the number of Shares that would be outstanding if all the Shares described in subparagraph 4.5(b)(i)(B)(2) had been issued, as at the end of the Rights Period. (c) Any Shares owned by or held for the account of the corporation Company or any subsidiary shall (as defined in the Securities Act (British Columbia)) of the Company will be deemed not to be outstanding for the purpose of any such computation;. (iid) such adjustment shall be made successively whenever such a record date is fixed; (iii) to If by the extent that any such terms of the rights, options or warrants referred to in Section 4.5(b), there is more than one purchase, conversion or exchange price per Share, the aggregate price of the total number of additional Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, will be calculated for purposes of the adjustment on the basis of: (1) the lowest purchase, conversion or exchange price per Share, as the case may be, if such price is applicable to all Shares which are not exercised prior subject to the expiration thereofrights, options or warrants, and (2) the average purchase, conversion or exchange price per Share, as the case may be, if the applicable price is determined by reference to the number of Shares acquired. (e) To the extent that any adjustment in the Conversion Price occurs pursuant to this Section 4.5(b) as a result of the fixing by the Company of a record date for the distribution of rights, options or warrants referred to in this Section 4.5(b), the Conversion Price shall will be readjusted to immediately after the Conversion Price which would then be in effect if such record date had not been fixed expiration of any relevant exchange, conversion or exercise right to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued and remaining issuable after such expiration, and will be further readjusted in such manner upon the exercise expiration of any further such rights, options or warrants, as the case may be;right. (cf) if [Intentionally Omitted]. (g) If and whenever at any time during prior to the Adjustment Period Maturity Date, the Corporation Company shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation class other than Shares (or any other corporation (including stock dividendsthan securities convertible into or exchangeable for Shares), or (ii) rights, options or warrants (excluding those other than rights, options or warrants referred to in Section 7.1(b4.5(b)); , or (iii) evidences of its indebtedness indebtedness, or (iv) assets (including cashin each case, other than dividends paid in the ordinary course) of the Corporation, then, in each such case, the Borrowers shall give written notice to the Purchaser with respect thereto, and the Purchaser shall have fifteen (15) days after receipt of such notice to elect to convert any or all of the Principal Amount of this Note into Shares at the then applicable Conversion Price and otherwise on terms and conditions set out in this Note. If the Purchaser elects to convert any or all of the Principal Amount of this Note, such conversion shall occur immediately prior to the record date for the making of such distribution. If the Purchaser elects not to convert any of the Principal Amount of this Note, there shall continue to be an adjustment to the Conversion Price as a result of the making of such distribution (herein referred to as a “Special Distribution”), determined in the manner hereafter set out in Section 4.5(h). In this Section 4.5(g) the term “dividends paid in the ordinary course” shall include the value of any securities or other property or assets distributed in lieu of cash dividends paid in the ordinary course at the option of shareholders. (h) In circumstances described in Section 4.5(g), the Conversion Price will be adjusted effective immediately after such record date so that it shall equal the to a price determined by multiplying the Conversion Price in effect on such record date by a fraction, : (1) the numerator of which is: (A) the numerator shall be product of the total number of Common Shares outstanding on such record date and the Current Market Price of the Shares on such record date; less (B) the aggregate fair market value (as determined by action by the directors of the Company, acting reasonably) to the holders of the Shares of such securities or property or other assets so issued or distributed in the Special Distribution; and (2) the denominator of which is the number of Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Current Market Price of the Shares on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that: (i) Common . Any Shares owned by or held for the account of the Corporation Company or any subsidiary shall (as defined in the Securities Act (British Columbia)) of the Company will be deemed not to be outstanding for the purpose of any such computation;. (iii) such adjustment shall be made successively whenever such a record date is fixed;[Intentionally Omitted] (iiij) In the case of any reclassification of, or other change in, the outstanding Shares (other than a change referred to the extent that such distribution is not so madein Section 4.5(a), Section 4.5(b), or Section 4.5(g) or hereof), the Conversion Price shall be readjusted to the Conversion Price which would then be adjusted in effect such manner, if any, and at such record date had not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributedtime, as the case Board of Directors of the Company determines to be appropriate on a basis consistent with the intent of this Section 4.5(b); provided that if at any time a dispute arises with respect to adjustments provided for in this Section 4.5(j), such dispute will be conclusively determined by the auditors of the Borrowers or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be;be selected by action by the directors of the Company, acting reasonably, and any such determination will be binding on the Borrowers and the Purchaser. (dk) if The Borrowers will provide such auditors or accountants with access to all necessary records of the Borrowers. If and whenever at any time during after the Adjustment Period, date hereof there is a reclassification or redesignation of the Common Shares outstanding at any time or a capital reorganization change of the Corporation Shares into other shares or into other securities (other than as described set out in Section 7.1(a4.5(a), (b), (g) or (i)), or a consolidation, amalgamation, arrangement amalgamation or merger of the Corporation Company with or into any other body corporate, trust, partnership corporation or other entityentity (other than a consolidation, amalgamation or merger which does not result in any reclassification or redesignation of the outstanding Shares or a sale or conveyance change of the property Shares into other shares and other than as set forth in 4.5(i) or a transfer of the undertaking or assets of the Corporation Company as an entirety or substantially as an entirety to any other body corporate, trust, partnership another corporation or other entityentity (any of such events being called a “Capital Reorganization”), the Holder shallPurchaser, upon the exercise exercising of the Optional Conversion Right, after the effective date of such Capital Reorganization, will be entitled to receive and shall accept, in lieu of the number of shares then sought Shares to be acquired by itwhich the Purchaser was theretofore entitled upon such exercise, the aggregate number of Common Shares or shares, other securities or property of other property, if any, which the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder Purchaser would have been entitled to receive on as a result of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, Capital Reorganization if, on the record date or the effective date thereof, as the case may be, the Holder Purchaser had been the registered holder of the number of Common Shares sought to be acquired by it and to which it such Purchaser was theretofore entitled upon exercise of the Optional Conversion Right. If determined appropriate by action of the directors of the Company, appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 4.5(b) with respect to acquire the rights and interests thereafter of the Purchaser to the end that the provisions set forth in this Section 4.5(b) will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise of the Optional Conversion Right and a contemporaneous and equal Right. Any such adjustment shall must be made by and set forth in an amendment to this Note approved by action by the Conversion Price;directors of the Company, acting reasonably, and will for all purposes be conclusively deemed to be an appropriate adjustment. (el) in In any case in which this Section 7.1(b4.5(b) or 7.1(c) shall require that an adjustment be made shall become effective immediately after a record date for an event referred to herein, the Company may defer, until the occurrence of such event, issuing to the Conversion PricePurchaser before the occurrence of such event, no the additional Shares issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Borrowers shall deliver to the Purchaser an appropriate instrument evidencing the Purchaser’s right to receive such additional Shares upon the occurrence of the event requiring such adjustment shall be and the right to receive any distributions made ifon such additional Shares declared in favour of holders of record of Shares on and after the Issue Date or such later date as the Purchaser would, subject to but for the prior approval provisions of applicable stock exchanges the Holder receives the rights, options or warrants referred to in this Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c4.5(l), as have become the case may be, in such kind and number as it would have received if it had been a holder of Common such additional Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be;pursuant to Section 4.5(b). (fm) the The adjustments provided for in this Section 7.1 4.5(b) are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events event resulting in any adjustment under the provisions of this Section 7.1. Section, provided that, notwithstanding any other provision of this Section, no adjustment of the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least one percent (g1%) if, in the opinion of the DirectorsConversion Price then in effect; provided, the provisions however, that any adjustments which by reason of this Section 7.1 4.5(m) are not strictly applicablerequired to be made shall be carried forward and taken into account in any subsequent adjustment. No Conversion Price adjustment will be made to the extent that the Company makes an equivalent distribution to holders of Notes in respect of such Notes. No adjustment to the Conversion Price will be made for distributions or dividends on Shares issuable upon conversion of Notes that have been surrendered for conversion, or if strictly provided that holders converting their Notes shall be entitled to receive, in addition to the applicable would not fairly protect the rights number of the Holder Shares, accrued and unpaid interest payable in accordance with the intent cash from, and purposes hereofincluding, the Directors shall make any adjustment in such provisions for most recent interest payment date to, but excluding, the benefit date of the Holder as the Directors deem appropriateconversion.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows: (a) if and whenever at any time during In case the Adjustment PeriodCompany shall (1) pay a dividend in shares of Common Stock to holders of Common Stock, the Corporation shall: (i2) subdividemake a distribution in shares of Common Stock to holders of Common Stock, redivide or change (3) subdivide its outstanding shares of Common Shares Stock into a greater number of such shares; or shares of Common Stock or (ii4) reduce, combine or consolidate its outstanding shares of Common Shares Stock into a smaller number of such shares; shares of Common Stock, the Conversion Price in effect on immediately prior to such action shall be adjusted so that the holder of any Security thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which he would have owned immediately following such action had such Securities been converted immediately prior thereto. Any adjustment made pursuant to this subsection (a) shall become effective immediately after the record date of such subdivision, redivision, change, reduction, combination or consolidation, as the case may be, shall in the case of a dividend or distribution and shall become effective immediately after the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, effective date in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination a subdivision or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur;combination. (b) if and whenever at any time during In case the Adjustment Period, Company shall issue rights or warrants to substantially all holders of Common Stock entitling them (for a period commencing no earlier than the Corporation shall fix a record date for the issuance determination of rights, options holders of Common Stock entitled to receive such rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period and expiring not more than 45 days after such record date, ) to subscribe for or purchase shares of Common Shares Stock (or securities convertible or exchangeable into Common SharesStock) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Current Market Price (as determined pursuant to subsection (f) below) of the Common Stock on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it same shall equal the price determined by multiplying the Conversion Price in effect on immediately prior to such record date by a fraction, fraction of which the numerator shall be the total number of shares of Common Shares Stock outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less plus the fair market value number of shares of Common Stock which the aggregate offering price of the offered shares of Common Stock (as determined by or the Directors, subject to Section 7.4 aggregate conversion price of the convertible securities so offered) would purchase at such shares, rights, options, warrants, evidences of indebtedness or assets so distributedCurrent Market Price, and of which the denominator shall be the total number of shares of Common Shares Stock outstanding on such record date multiplied plus the number of additional shares of Common Stock offered (or into which the convertible securities so offered are convertible). Such adjustments shall become effective immediately after such record date. (c) In case the Company shall distribute to all holders of Common Stock shares of any class of Capital Stock of the Company other than Common Stock, evidences of indebtedness or other assets (other than cash dividends out of current or retained earnings), or shall distribute to substantially all holders of Common Stock rights or warrants to subscribe for securities (other than those Securities referred to in subsection (b) above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such Twenty Day Weighted Average Trading distribution by a fraction of which the numerator shall be the Current Market Price (determined as provided that: in subsection (f) below) of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and described in a Board Resolution) of the portion of the assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock, and of which the denominator shall be such Current Market Price of the Common Stock. Such adjustment shall become effective immediately after the record date for the determination of the holders of Common Stock entitled to receive such distribution. Notwithstanding the foregoing, in case the Company shall issue rights or warrants to subscribe for additional shares of the Company's capital stock (other than those referred to in subsection (b) above) ("Rights") to substantially all holders of Common Stock, the Company may, in lieu of making any adjustment pursuant to this Section 1407, make proper provision so that each holder of a Security who converts such Security (or any portion thereof) after the record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of Rights to be determined as follows: (i) Common Shares owned by if such conversion occurs on or held prior to the date for the account distribution to the holders of Rights of separate certificates evidencing such Rights (the Corporation or any subsidiary shall be deemed not "Distribution Date"), the same number of Rights to be outstanding for which a holder of a number of shares of Common Stock equal to the purpose number of any Conversion Shares is entitled at the time of such computation; conversion in accordance with the terms and provisions of and applicable to the Rights; and (ii) if such adjustment shall be made successively whenever such conversion occurs after the Distribution Date, the same number of Rights to which a record date is fixed;holder of the number of shares of Common Stock into which the principal amount of the Security so converted was convertible immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms and provisions of and applicable to the Rights. (iiid) In case the Company shall, by dividend or otherwise, at any time distribute to all holders of its Common Stock cash (including any distributions of cash out of current or retained earnings of the extent Company but excluding any cash that is distributed as part of a distribution requiring a Conversion Price adjustment pursuant to paragraph (c) of this Section) in an aggregate amount that, together with the sum of (x) the aggregate amount of any other distributions to all holders of its Common Stock made in cash plus (y) all Excess Payments, in each case made within the 12 months preceding the date fixed for determining the stockholders entitled to such distribution is not so (the "Distribution Record Date") and in respect of which no Conversion Price adjustment pursuant to paragraphs (c) or (e) of this Section or this paragraph (d) has been made, exceeds 15% of the product of the Current Market Price per share (determined as provided in paragraph (f) of this Section) of the Common Stock on the Distribution Record Date multiplied by the number of shares of Common Stock outstanding on the Distribution Record Date (excluding shares held in the treasury of the Company), the Conversion Price shall be readjusted reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this paragraph (d) by a fraction of which would then the numerator shall be the Current Market Price per share (determined as provided in effect if paragraph (f) of this Section) of the Common Stock on the Distribution Record Date less the amount of such record date had not been fixed or cash and other consideration (including any Excess Payments) so distributed applicable to one share of Common Stock (equal to the Conversion aggregate amount of such cash and other consideration (including any Excess Payments) divided by the number of shares of Common Stock outstanding on the Distribution Record Date) and the denominator shall be such Current Market Price which would then per share (determined as provided in paragraph (f) of this Section) of the Common Stock on the Distribution Record Date, such reduction to become effective immediately prior to the opening of business on the day following the Distribution Record Date. (e) In case a tender offer or other negotiated transaction made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock shall be consummated, if an Excess Payment is made in effect based upon respect of such shares tender offer or rightsother negotiated transaction and the amount of such Excess Payment, options together with the sum of (x) the aggregate amount of all Excess Payments plus (y) the aggregate amount of all distributions to all holders of the Common Stock made in cash (including any distributions of cash out of current or warrants retained earnings of the Company), in each case made within the 12 months preceding the date of payment of such current negotiated transaction consideration or evidences expiration of indebtedness or assets actually distributedsuch current tender offer, as the case may be; be (the "Purchase Date"), and as to which no adjustment pursuant to paragraph (c) or paragraph (d) if and whenever at any time during of this Section or this paragraph (e) has been made, exceeds 15% of the Adjustment Period, there is a reclassification product of the Current Market Price per share (determined as provided in paragraph (f) of this Section) of the Common Shares or a capital reorganization of Stock on the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of Purchase Date multiplied by the number of shares then sought to be acquired by itof Common Stock outstanding (including any tendered shares but excluding any shares held in the treasury of the Company or any Subsidiary of the Company) on the Purchase Date, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may Conversion Price shall be made, as the case may be, reduced so that the Holder would have been entitled to receive on same shall equal the price determined by multiplying such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this paragraph (e) by a fraction of which the numerator shall be the Current Market Price per share (determined as provided in paragraph (f) of this Section) of the Common Stock on the Purchase Date less the amount of such Excess Payments and such cash distributions, if any, applicable record or to one share of Common Stock (equal to the aggregate amount of such Excess Payments and such cash distributions divided by the number of shares of Common Stock outstanding on the Purchase Date) and the denominator shall be such Current Market Price per share (determined as provided in paragraph (f) of this Section) of the Common Stock on the Purchase Date, such reduction to become effective date, as immediately prior to the case may be;opening of business on the day following the Purchase Date. (f) The "Current Market Price" per share of Common Stock on any date shall be deemed to be the adjustments provided average of the Daily Market Prices for the shorter of (i) 30 consecutive Business Days ending on the last full Trading Day on the exchange or market referred to in this Section 7.1 are cumulative, and shall, in the case of adjustments determining such Daily Market Prices prior to the Conversion Price be computed time of determination or (ii) the period commencing on the date next succeeding the first public announcement of the issuance of such rights or such warrants or such other distribution or such negotiated transaction through such last full trading day on the exchange or market referred to in determining such Daily Market Prices prior to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions time of this Section 7.1determination. (g) if, in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriate.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows: (a) if and whenever at any time during In case the Adjustment Period, the Corporation shall: Company shall (i) subdividepay a dividend in shares of its capital stock (other than an issuance of shares of capital stock to holders of Common Stock who have elected to receive a dividend in shares in lieu of cash), redivide or change its outstanding Common Shares into a greater number of such shares; or (ii) subdivide its outstanding shares of Common Stock, (iii) reduce, consolidate or combine or consolidate its outstanding shares of Common Shares Stock into a smaller number of such shares; , or (iv) issue by reclassification of its shares of Common Stock any shares of the Conversion Price Company, the conversion price in effect on the effective date of such subdivision, redivision, change, reduction, combination or consolidation, as the case may be, shall in the case of the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur; (b) if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price on such record date, the Conversion Price thereto shall be adjusted immediately after such record date so to that it shall equal the amount determined by multiplying the Conversion Price in effect on immediately prior to such record date by a fraction, of which the numerator shall be the total number of shares of Common Shares Stock outstanding on such date before giving effect to such division, subdivision, reduction, combination or consolidation or stock dividend and of which the denominator shall be the number of shares of Common Stock after giving effect thereto. Such adjustment shall be made successively whenever any such effective date or record date multiplied by shall occur. An adjustment made pursuant to this subsection (a) shall become effective retroactively, immediately after the Twenty Day Weighted Average Trading Price on such record datedate in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision, reduction, consolidation, combination or reclassification. (b) In case the Company shall issue rights or warrants to all or substantially all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (the "Offering Price") less than the fair market value per share of Common Stock (as defined in subsection (d) below) at the record date mentioned below, the price per share at which the B Notes may thereafter be converted into Common Stock shall be determined by dividing the Directors, subject to Section 7.4) price per share for which the B Notes were theretofore convertible into Common Stock by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options rights or warrantswarrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate Offering Price of the total number of Common Shares outstanding on shares so offered would purchase at such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such fair market value. Such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options rights or warrants are not exercised prior to issued, and shall become effective retroactively, immediately after the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or for the determination of shareholders entitled to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of receive such rights, options rights or warrants, as the case may be;. (c) if and whenever at any time during In case the Adjustment Period the Corporation Company shall fix a record date for the making of a distribution distribute to all or substantially all the holders of its outstanding Common Shares Stock evidences of (i) its indebtedness, shares of any class, whether class of the Corporation Company's stock other than Common Stock or any other corporation assets (including stock excluding cash dividends), (ii) rights, options or rights or warrants to subscribe (excluding those referred to in Section 7.1(bsubsection (b) above)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, then in each such case, case the Conversion Price price per share at which the B Notes may thereafter be converted into Common Stock shall be adjusted immediately after such record date so that it shall equal determined by dividing the price determined by multiplying per share for which the Conversion Price in effect on such record date B Notes were theretofore convertible into Common Stock by a fraction, of which the numerator shall be the total number fair market value per share of Common Shares outstanding Stock (as defined in subsection (d) below) on the date of such record date multiplied by distribution and of which the Twenty Day Weighted Average Trading Price on denominator shall be such record datefair market value per share of the Common Stock, less the then fair market value (as determined by the Directorsboard of directors of the Company, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributedwhose determination shall be conclusive, and of described in a statement, which will have the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that: (i) Common Shares owned by or held for the account applicable resolutions of the Corporation or any subsidiary shall be deemed not to be outstanding for board of directors attached thereto, filed with the purpose Company) of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that such distribution is not so made, portion of the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants assets or evidences of indebtedness or assets actually distributed, as shares so distributed or of such subscription rights or warrants applicable to one share of the case may be;Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution. (d) if and whenever For the purpose of any computation under subsections 8.3(b) or (c), the fair market value per share of Common Stock at any time during date shall be (i) the Adjustment Period, there is a reclassification average of the mean of the closing bid and asked prices of the Common Shares or a capital reorganization of Stock for any 10 consecutive trading days commencing not more than 30 trading days before the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of the number of shares then sought to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be maderelevant date, as reported in the case may beWall Street Journal (or, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereofif not so reported, as otherwise reported by the case may beNational Association of Securities Dealers, Inc. (the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b"NASD") or the Nasdaq Stock Market ("NASDAQ")), or, (ii) in the event the Common Stock is listed on a stock exchange or on the NASDAQ National Market System (or other national market system), the fair market value per share rights, options, warrants, evidences shall be the average of indebtedness the closing prices on the exchange or assets referred to in Section 7.1(con the NASDAQ Market System (or other national market system), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on for any 10 consecutive trading days commencing not more than 30 trading days before the applicable record date or effective relevant date, as reported in the case may beWall Street Journal (or, if not so reported, as otherwise reported by virtue the stock exchange, NASDAQ, other national market system). (e) If the Common Stock issuable upon the conversion of the Principal Sum having then B Notes shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for in this section 8.3), then, and in each such event, each Holder of B Notes shall have the right thereafter to convert such B Notes into the kind and amount of shares of Common Stock and other securities and property receivable upon such reorganization, reclassification, or other change by the Holders of the number of shares of Common Stock into which such B Notes might have been converted into Common Shares at the Conversion Price in effect on the applicable record or effective dateconverted, as reasonably determined by the case may be;Company's board of directors, immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided herein. (f) If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this section 8.3) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made as reasonably determined by the Company's board of directors so that the Holders of the B Notes shall thereafter be entitled to receive upon conversion of such B Notes, the number of shares of stock or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation or sale, to which a Holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale. (g) The adjustments provided for in this Section 7.1 section 8.3 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent cumulative and shall apply to successive divisions, subdivisions, redivisions, reductions, combinations, consolidations, distributionsissues, issues distributions or other events contemplated herein resulting in any adjustment under the provisions of this Section 7.1section, provided that, notwithstanding any other provision of this section, no adjustment of the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect; provided, however, that any adjustments which by reason of this subsection (g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (gh) ifUpon each adjustment of the Conversion Price, the Company shall give prompt written notice thereof addressed to the registered Holders of B Notes at the address of such Holders as shown on the records of the Company, which notice shall state the Conversion Price resulting from such adjustment and the increase or decrease, if any, in the opinion number of shares issuable upon the conversion of such Holder's B Notes, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (i) In the event of any question arising with respect to the adjustments provided for in this section 8.3, such question shall be conclusively determined by a firm of independent certified public accountants appointed by the Company (who may be the auditors of the Directors, Company) and acceptable to the provisions Holders of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights at least 50% of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit principal amount of the Holder as B Notes outstanding; such accountants shall have access to all necessary records of the Directors deem appropriateCompany and such determination shall be binding upon the Company, and the Holders.

Adjustment of Conversion Price. The conversion price as stated in paragraph 8 of the Securities (the "Conversion Price in effect at any date Price") shall be subject to adjustment adjusted from time to time by the Company as follows: (a) if and whenever at any time during the Adjustment Period, the Corporation shall: In case Pioneer shall (i) subdividepay a dividend on Pioneer Common Stock in shares of Pioneer Common Stock, redivide or change its (ii) make a distribution on Pioneer Common Stock in shares of Pioneer Common Stock, (iii) subdivide outstanding Pioneer Common Shares Stock into a greater number of such shares; or , or (iiiv) reduce, combine or consolidate its outstanding Pioneer Common Shares Stock into a smaller number of such shares; , the Conversion Price in effect on immediately prior thereto shall be adjusted so that the effective date Holder of any Security thereafter surrendered for conversion shall be entitled to receive that number of shares of Pioneer Common Stock (and the Cash Component) which it would have owned had such Security been converted immediately prior to the happening of such subdivision, redivision, change, reduction, combination or consolidation, as event. An adjustment made pursuant to this subsection (a) shall become effective immediately after the case may be, shall record date in the case of a dividend or distribution and shall become effective immediately after the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, effective date in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination subdivision or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur;combination. (b) if and whenever at any time during the Adjustment Period, the Corporation In case Pioneer shall fix a record date for the issuance of rights, options issue rights or warrants to all or substantially all the holders of its outstanding Pioneer Common Shares Stock entitling them, them (for a period commencing no earlier than the record date described below and expiring not more than 45 60 days after such record date, ) to subscribe for or purchase shares of Pioneer Common Shares Stock (or securities convertible or exchangeable into Pioneer Common SharesStock) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price current market price per share of Pioneer Common Stock (as determined in accordance with subsection (d) of this Section 4.6) on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal for the amount determined by multiplying determination of stockholders entitled to receive such rights or warrants, the Conversion Price in effect on immediately prior thereto shall be adjusted so that the same shall equal the sum of (i) the Cash Component plus (ii) the product determined by multiplying (A) the Conversion Price in effect immediately prior to such record date minus the Cash Component by (B) a fraction, of which the numerator shall be the total number of shares of Pioneer Common Shares Stock outstanding on such record date multiplied plus the number of shares which the aggregate offering price of the total number of shares of Pioneer Common Stock so offered (or the aggregate conversion price of the convertible securities so offered, which shall be determined by multiplying the number of shares of Pioneer Common Stock issuable upon conversion of such convertible securities by the Twenty Day Weighted Average Trading Price conversion price per share of Pioneer Common Stock pursuant to the terms of such convertible securities) would purchase at the current market price per share (as defined in subsection (d) of this Section 4.6) of Pioneer Common Stock on such record date, and of which the denominator shall be the number of shares of Pioneer Common Stock outstanding on such record date plus the number of additional shares of Pioneer Common Stock offered (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after such record date. If at the end of the period during which such rights or warrants are exercisable not all rights or warrants shall have been exercised, the adjusted Conversion Price shall be immediately readjusted to what it would have been based upon the number of additional shares of Pioneer Common Stock actually issued (or the number of shares of Pioneer Common Stock issuable upon conversion of convertible securities actually issued). (c) In case Pioneer shall distribute to all or substantially all holders of Pioneer Common Stock any shares of Capital Stock of the Company (other than Pioneer Common Stock), evidences of indebtedness or other non-cash assets (including securities of any person other than Pioneer but excluding (1) dividends or distributions paid exclusively in cash or (2) dividends or distributions referred to in subsection (a) of this Section 4.6), or shall distribute to all or substantially all holders of Pioneer Common Stock rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (b) of this Section 4.6), then in each such case the Conversion Price shall be adjusted so that the same shall equal the sum of (i) the Cash Component plus (ii) the product determined by multiplying (A) the current Conversion Price minus the Cash Component by (B) a fraction of which the numerator shall be the current market price per share (as defined in subsection (d) of this Section 4.6) of Pioneer Common Stock on the record date mentioned below less the fair market value on such record date (as determined by the Board of Directors of Pioneer, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate of Pioneer delivered to the Trustee) of the portion of the Capital Stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one share of Pioneer Common Stock (determined on the basis of the number of shares of Pioneer Common Stock outstanding on the record date), and of which the denominator shall be the current market price per share (as defined in subsection (d) of this Section 4.6) of Pioneer Common Stock on such record date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (1) In case Pioneer shall, by dividend or otherwise, at any time distribute (a "Triggering Distribution") to all or substantially all holders of Pioneer Common Stock cash in an aggregate amount that, together with the aggregate amount of (A) any cash and the fair market value (as determined by the DirectorsBoard of Directors of Pioneer, subject whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to Section 7.4the Trustee) of such rights, options any other consideration payable in respect of any tender offer by the Company or warrants, a Subsidiary of the Company for Pioneer Common Stock consummated within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made and (B) all other cash distributions to all or substantially all holders of Pioneer Common Stock made within the denominator shall be 12 months preceding the total date of payment of the Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made, exceeds an amount equal to 10.0% of the product of the current market price per share of Pioneer Common Stock (as determined in accordance with subsection (d) of this Section 4.6) on the Business Day (the "Determination Date") immediately preceding the day on which such Triggering Distribution is declared by Pioneer multiplied by the number of shares of Pioneer Common Shares Stock outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that the Determination Date (i) any Common Shares owned by or excluding shares held for in the account treasury of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereofPioneer), the Conversion Price shall be readjusted to reduced so that the Conversion Price which would then be in effect if such record date had not been fixed or to same shall equal the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares sum of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), Cash Component plus (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price product determined by multiplying the (x) such Conversion Price in effect on such record date immediately prior to the Determination Date minus the Cash Component by (y) a fraction, fraction of which the numerator shall be the total current market price per share of Pioneer Common Stock (as determined in accordance with subsection (d) of this Section 4.6) on the Determination Date less the sum of the aggregate amount of cash and the aggregate fair market value (determined as aforesaid in this Section 4.6(c)(1)) of any such other consideration so distributed, paid or payable within such 12 months (including, without limitation, the Triggering Distribution) applicable to one share of Pioneer Common Stock (determined on the basis of the number of shares of Pioneer Common Shares Stock outstanding on the Determination Date) and the denominator shall be such record current market price per share of Pioneer Common Stock (as determined in accordance with subsection (d) of this Section 4.6) on the Determination Date, such reduction to become effective immediately prior to the opening of business on the day next following the date multiplied on which the Triggering Distribution is paid. (2) In case any tender offer made by the Twenty Day Weighted Average Trading Price on Company or any of its Subsidiaries for Pioneer Common Stock shall expire and such record datetender offer (as amended upon the expiration thereof) shall involve the payment of aggregate consideration in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as determined by the Board of Directors of Pioneer, less whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee thereof) of any other consideration) that, together with the aggregate amount of (A) any cash and the fair market value (as determined by the DirectorsBoard of Directors of Pioneer, subject whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate of Pioneer delivered to Section 7.4 the Trustee) of such shares, rights, options, warrants, evidences any other consideration payable in respect of indebtedness any other tender offers by Pioneer or assets so distributed, any Subsidiary of Pioneer for Pioneer Common Stock consummated within the 12 months preceding the date of the Expiration Date (as defined below) and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made and (B) all cash distributions to all or substantially all holders of Pioneer Common Stock made within the denominator shall 12 months preceding the Expiration Date and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made, exceeds an amount equal to 10.0% of the product of the current market price per share of Pioneer Common Stock (as determined in accordance with subsection (d) of this Section 4.6) as of the last date (the "Expiration Date") tenders could have been made pursuant to such tender offer (as it may be amended) (the total last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the "Expiration Time") multiplied by the number of shares of Pioneer Common Shares Stock outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that: (iincluding tendered shares but excluding any shares held in the treasury of Pioneer) Common Shares owned by or held for at the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) Expiration Time, then, immediately prior to the extent that such distribution is not so madeopening of business on the day after the Expiration Date, the Conversion Price shall be readjusted reduced so that the same shall equal the sum of (i) the Cash Component plus (ii) the product determined by multiplying (I) the Conversion Price in effect immediately prior to close of business on the Expiration Date minus the Cash Component by (II) a fraction of which the numerator shall be the product of the number of shares of Pioneer Common Stock outstanding (including tendered shares but excluding any shares held in the treasury of Pioneer) at the Expiration Time multiplied by the current market price per share of Pioneer Common Stock (as determined in accordance with subsection (d) of this Section 4.6) on the Trading Day next succeeding the Expiration Date and the denominator shall be the sum of (x) the aggregate consideration (determined as aforesaid) payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of shares of Pioneer Common Stock outstanding (less any Purchased Shares and excluding any shares held in the treasury of Pionner) at the Expiration Time and the current market price per share of Pioneer Common Stock (as determined in accordance with subsection (d) of this Section 4.6) on the Trading Day next succeeding the Expiration Date, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Date. In the event that Pioneer is obligated to purchase shares pursuant to any such tender offer, but Pioneer is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such record date had not have been fixed or to the Conversion Price which would then be in effect based upon the number of shares actually purchased. If the application of this Section 4.6(c)(2) to any tender offer would result in an increase in the Conversion Price, no adjustment shall be made for such tender offer under this Section 4.6(c)(2). (3) For purposes of this Section 4.6(c), the term "tender offer" shall mean and include both tender offers and exchange offers, all references to "purchases" of shares or rightsin tender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be;and all references to "tendered shares" (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers. (d) if For the purpose of any computation under subsections (b), (c) and whenever at (d) of this Section 4.6, the current market price per share of Pioneer Common Stock on any time during date shall be deemed to be the Adjustment Period, there is a reclassification average of the Common Shares daily closing prices for the 30 consecutive Trading Days commencing 45 Trading Days before (i) the Determination Date or a capital reorganization of the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of the number of shares then sought to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be madeExpiration Date, as the case may be, that the Holder would have been entitled with respect to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement distributions or merger, sale tender offers under subsection (c) of this Section 4.6 or conveyance, if, on (ii) the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought with respect to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues issuances or other events resulting in any adjustment requiring such computation under the provisions subsection (b) or (c) of this Section 7.14. (g) if, in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriate.

Adjustment of Conversion Price. The conversion price as stated in paragraph 8 of the Securities (the "Conversion Price in effect at any date Price") shall be subject to adjustment adjusted from time to time by the Company as follows: (a) if and whenever at any time during the Adjustment Period, the Corporation shall: In case McDATA shall (i) subdividepay a dividend on its Common Stock in shares of Common Stock, redivide or change (ii) make a distribution on its Common Stock in shares of Common Stock, (iii) subdivide its outstanding Common Shares Stock into a greater number of such shares; or , or (iiiv) reduce, combine or consolidate its outstanding Common Shares Stock into a smaller number of such shares; , the Conversion Price in effect on immediately prior thereto shall be adjusted so that the effective date Holder of any Security thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock which it would have owned had such Security been converted immediately prior to the happening of such subdivision, redivision, change, reduction, combination or consolidation, as event. An adjustment made pursuant to this subsection (a) shall become effective immediately after the case may be, shall record date in the case of a dividend or distribution and shall become effective immediately after the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, effective date in the case of subdivision or combination. (b) In case McDATA shall issue rights or warrants to all or substantially all holders of its Common Stock entitling them (for a period commencing no earlier than the events referred record date described below and expiring not more than 60 days after such record date) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the current market price per share of Common Stock (as determined in accordance with subsection (iif) aboveof this Section 4.6) on the record date for the determination of shareholders entitled to receive such rights or warrants, the Conversion Price in effect immediately prior thereto shall be increased in proportion to adjusted so that the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case same shall equal the price determined by multiplying the Conversion Price in effect on immediately prior to such effective record date by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Shares outstanding immediately prior Stock so offered (or the aggregate conversion price of the convertible securities so offered, which shall be determined by multiplying the number of shares of Common Stock issuable upon conversion of such convertible securities by the conversion price per share of Common Stock pursuant to the terms of such date convertible securities) would purchase at the current market price per share (as determined in accordance with subsection (f) of this Section 4.6) of Common Stock on such record date, and of which the denominator shall be the total number of shares of Common Shares Stock outstanding on such record date plus the number of additional shares of Common Stock offered (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after such record date. If at the end of the period during which such rights or warrants are exercisable not all rights or warrants shall have been exercised, the adjusted Conversion Price shall be immediately readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). (c) In case McDATA shall distribute to all or substantially all holders of its Common Stock any shares of Capital Stock of McDATA (other than Common Stock), evidences of indebtedness or other non-cash assets (including securities of any person other than McDATA but excluding (i) dividends or distributions paid exclusively in cash or (ii) dividends or distributions referred to in subsection (a) of this Section 4.6), or shall distribute to all or substantially all holders of its Common Stock rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (b) of this Section 4.6), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the current Conversion Price by a fraction of which the numerator shall be the current market price per share (as determined in accordance with subsection (f) of this Section 4.6) of the Common Stock on the record date described below less the fair market value on such record date (as determined by the Board of Directors of McDATA, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate of McDATA delivered to the Trustee) of the portion of the Capital Stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the record date), and of which the denominator shall be the current market price per share (as determined in accordance with subsection (f) of this Section 4.6) of the Common Stock on such record date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) such distribution is made and shall occur; (b) if and whenever at any time during become effective immediately after the Adjustment Period, the Corporation shall fix a record date for the issuance determination of rightsshareholders entitled to receive such distribution. (d) In case McDATA shall, options by dividend or warrants otherwise, at any time distribute (a "Triggering Distribution") to all or substantially all the holders of its outstanding Common Shares entitling themStock cash in an aggregate amount that, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares together with the aggregate amount of (or securities convertible or exchangeable into Common Sharesi) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less any cash and the fair market value (as determined by the DirectorsBoard of Directors of McDATA, subject whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate of McDATA delivered to Section 7.4the Trustee) of such rights, options any other consideration payable in respect of any tender offer by the Company or warrants, a Subsidiary of the Company for Common Stock consummated within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made and (ii) all other cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made, exceeds an amount equal to 10.0% of the product of the current market price per share of Common Stock (as determined in accordance with subsection (f) of this Section 4.6) on the Business Day (the "Determination Date") immediately preceding the day on which such Triggering Distribution is declared by McDATA multiplied by the number of shares of Common Stock outstanding on the Determination Date (excluding shares held in the treasury of McDATA), the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the Determination Date by a fraction of which the numerator shall be the current market price per share of the Common Stock (as determined in accordance with subsection (f) of this Section 4.6) on the Determination Date less the sum of the aggregate amount of cash and the aggregate fair market value (determined as aforesaid in this Section 4.6(d)) of any such other consideration so distributed, paid or payable within such 12 months (including, without limitation, the Triggering Distribution) applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the Determination Date) and the denominator shall be such current market price per share of the Common Stock (as determined in accordance with subsection (f) of this Section 4.6) on the Determination Date, such reduction to become effective immediately prior to the opening of business on the day next following the date on which the Triggering Distribution is paid. (e) In case any tender offer made by McDATA or any of its Subsidiaries for Common Stock shall expire and such tender offer (as amended upon the expiration thereof) shall involve the payment of aggregate consideration in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as determined by the Board of Directors of McDATA, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate of McDATA delivered to the Trustee thereof) of any other consideration) that, together with the aggregate amount of (i) any cash and the fair market value (as determined by the Board of Directors of McDATA, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate of McDATA delivered to the Trustee) of any other consideration payable in respect of any other tender offers by McDATA or any Subsidiary of McDATA for Common Stock consummated within the 12 months preceding the Expiration Date (as defined below) and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made and (ii) all cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the Expiration Date and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made, exceeds an amount equal to 10.0% of the product of the current market price per share of Common Stock (as determined in accordance with subsection (f) of this Section 4.6) as of the last date (the "Expiration Date") tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the "Expiration Time") multiplied by the number of shares of Common Stock outstanding (including tendered shares but excluding any shares held in the treasury of McDATA) at the Expiration Time, then, immediately prior to the opening of business on the day after the Expiration Date, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to close of business on the Expiration Date by a fraction of which the numerator shall be the product of the number of shares of Common Stock outstanding (including tendered shares but excluding any shares held in the treasury of McDATA) at the Expiration Time multiplied by the current market price per share of the Common Stock (as determined in accordance with subsection (f) of this Section 4.6) on the Trading Day next succeeding the Expiration Date and the denominator shall be the total sum of (x) the aggregate consideration (determined as aforesaid) payable to shareholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares outstanding and excluding any shares held in the treasury of McDATA) at the Expiration Time and the current market price per share of Common Stock (as determined in accordance with subsection (f) of this Section 4.6) on the Trading Day next succeeding the Expiration Date, such record date multiplied reduction to become effective immediately prior to the opening of business on the day following the Expiration Date. In the event that McDATA is obligated to purchase shares pursuant to any such tender offer, but McDATA is permanently prevented by applicable law from effecting any or all such Twenty Day Weighted Average Trading purchases or any or all such purchases are rescinded, the Conversion Price provided thatshall again be adjusted to be the Conversion Price which would have been in effect based upon the number of shares actually purchased. If the application of this Section 4.6(e) to any tender offer would result in an increase in the Conversion Price, no adjustment shall be made for such tender offer under this Section 4.6(e). For purposes of this Section 4.6(e), the term "tender offer" shall mean and include both tender offers and exchange offers, all references to "purchases" of shares in tender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, and all references to "tendered shares" (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers. (if) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for For the purpose of any such computation; computation under subsections (b), (c), (d) and (e) of this Section 4.6, the current market price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices for the 30 consecutive Trading Days commencing 45 Trading Days before (i) the Determination Date or the Expiration Date, as the case may be, with respect to distributions or tender offers under subsections (c), (d) and (e) of this Section 4.6 or (ii) the record date with respect to distributions, issuances or other events requiring such adjustment computation under subsection (b), (c), (d) or (e) of this Section 4.6. The closing price for each day shall be the last reported sales price or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices in either case on the NNM or, if the Common Stock is not listed or admitted to trading on the NNM, on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if not listed or admitted to trading on the NNM or any national securities exchange, the last reported sales price of the Common Stock as quoted on NASDAQ or, in case no reported sales takes place, the average of the closing bid and asked prices as quoted on NASDAQ or any comparable system or, if the Common Stock is not quoted on NASDAQ or any comparable system, the closing sales price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the National Association of Securities Dealers, Inc. selected from time to time by McDATA for that purpose. If no such prices are available, the current market price per share shall be the fair value of a share of Common Stock as determined by the Board of Directors of McDATA (which shall be evidenced by an Officers' Certificate of McDATA delivered to the Trustee). (g) In any case in which this Section 4.6 shall require that an adjustment be made successively whenever such following a record date is fixed; or a Determination Date or Expiration Date, as the case may be, established for purposes of this Section 4.6, McDATA may elect to defer (iiibut only until five Business Days following the filing by the Company with the Trustee of the certificate described in Section 4.9) issuing to the extent that Holder of any Security converted after such rights, options record date or warrants are not exercised Determination Date or Expiration Date the shares of Common Stock and other Capital Stock of McDATA issuable upon such conversion over and above the shares of Common Stock and other Capital Stock of McDATA issuable upon such conversion only on the basis of the Conversion Price prior to adjustment; and, in lieu of the expiration thereofshares the issuance of which is so deferred, McDATA shall issue or cause its transfer agents to issue due bills or other appropriate evidence prepared by McDATA of the right to receive such shares. If any distribution in respect of which an adjustment to the Conversion Price is required to be made as of the record date or Determination Date or Expiration Date therefor is not thereafter made or paid by McDATA for any reason, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (such effective date or securities convertible Determination Date or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that: (i) Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that such distribution is not so made, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date Expiration Date had not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (d) if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of the number of shares then sought to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1occurred. (g) if, in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriate.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as of the Closing Date as follows: (a) if and whenever at any time during In case the Adjustment PeriodCompany shall, after the Corporation shall: date hereof, (i) subdividepay a stock dividend or make a distribution in shares of its capital stock (whether shares of its Common Stock or of capital stock of any other class), redivide or change its outstanding Common Shares into a greater number of such shares; or (ii) reduce, combine or consolidate subdivide its outstanding shares of Common Shares Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of such shares; , or (iv) issue by reclassification of its shares of Common Stock any shares of capital stock of the Company, the Conversion Price in effect on immediately prior to such action shall be adjusted so that the holder of a Convertible Note thereafter surrendered for conversion shall be entitled to receive an equivalent number of shares of capital stock of the Company which he would have owned immediately following such action had such Convertible Note been converted immediately prior thereto. Any adjustment made pursuant to this subsection (a) shall become effective immediately after the record date of such subdivision, redivision, change, reduction, combination or consolidation, as the case may be, shall in the case of a dividend or distribution and shall become effective immediately after the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, effective date in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reductiona subdivision, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur;reclassification. (b) if and whenever at any time during In case the Adjustment PeriodCompany, after the Corporation date of this Agreement, shall fix a record date for the issuance of issue rights, warrants or options or warrants to all or substantially all entitling the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, recipients thereof to subscribe for or purchase shares of Common Shares Stock (or securities convertible or exchangeable into Common SharesStock) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying then in effect, the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised immediately prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price thereto shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on immediately prior to the date of issuance of such record date rights, warrants or options by a fraction, fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, warrants or options (immediately prior to such issuance), plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Shares outstanding on such record date multiplied by Stock so offered for subscription or purchase (or the Twenty Day Weighted Average Trading aggregate conversion price of the convertible securities so offered to subscription or purchase) would purchase at the Conversion Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributedthen in effect, and of which the denominator shall be the total number of shares of Common Shares Stock outstanding on the date of issuance of such rights, warrants or options (immediately prior to such issuance) plus the number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible securities so offered for subscription or purchase are convertible). Such adjustment shall be made successively whenever any such rights, warrants or options are issued. In determining whether any rights, warrants or options entitle the holders thereof to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at less than the Conversion Price then in effect and in determining the aggregate offering price of such shares of Common Stock (or conversion price of such convertible securities), there shall be taken into account any consideration received by the Company for such rights, warrants or options (and for such convertible securities), the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors of the Company (which determination shall be conclusive). If at the end of the period during which such warrants, rights or options are exercisable not all such warrants, rights or options shall have been exercised, the adjusted Conversion Price shall be immediately readjusted to what it would have been based on the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). (c) In case the Company, after the date of this Agreement, shall distribute to all holders of its outstanding Common Stock any shares of capital stock (other than Common Stock), evidences of its Indebtedness or assets (including securities and cash, but excluding any cash dividend paid out of current or retained earnings of the Company and dividends or distributions payable in stock for which adjustment is made pursuant to subsection (a) of this Section 11.4) or rights, warrants or options to subscribe for or purchase securities of the Company (excluding those referred to in subsection (b) of this Section 11.4), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the record date of such distribution by a fraction of which the numerator shall be the Conversion Price then in effect less the fair market value on such record date multiplied (as determined in good faith by the Board of Directors of the Company, which determination shall be conclusive) of the portion of the capital stock or the evidences of Indebtedness or the assets so distributed to the holder of one share of Common Stock or of such Twenty Day Weighted Average Trading subscription rights, warrants or options applicable to one share of Common Stock and of which the denominator shall be the Conversion Price provided that:then in effect. Such adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. If at the end of the period during which warrants, rights or options described in this subsection (c) are exercisable not all such warrants, rights or options shall have been exercised, the adjusted Conversion Price shall be immediately readjusted to what it would have been based on the number of warrants, rights or options actually exercised. (id) Notwithstanding anything in subsection (b) or (c) of this Section 11.4 to the contrary, with respect to any rights, warrants or options covered by subsection (b) or (c) of this Section 11.4, if such rights, warrants or options are only exercisable upon the occurrence of certain triggering events, then for purposes of this Section 11.4 such rights, warrants or options shall not be deemed issued or distributed, and any adjustment to the Conversion Price required by subsection (b) or (c) of this Section 11.4 shall not be made until such triggering events occur and such rights, warrants or options become exercisable. (e) In case the Company, after the date of this Agreement, shall issue shares of its Common Shares owned Stock (excluding those rights, warrants, options, shares of capital stock or evidences of its Indebtedness or assets referred to in subsection (b) or (c) to this Section 11.4) at a net price per share less than the Conversion Price in effect on the date the Company fixes the offering price of such additional shares, the Conversion Price shall be reduced immediately thereafter so that it shall equal the price determined by or held for multiplying such Conversion Price in effect immediately prior thereto by a fraction of which the account numerator shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares plus the number of shares of Common Stock which the aggregate offering price of the Corporation or any subsidiary total number of shares of Common Stock so offered would purchase at the Conversion Price then in effect and the denominator shall be deemed not to the number of shares of Common Stock that would be outstanding for immediately after the purpose issuance of any such computation; (ii) such additional shares. Such adjustment shall be made successively whenever such a record date an issuance is fixed; (iii) to the extent that such distribution is not so made, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (d) if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of the number of shares then sought to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; . This subsection (e) in shall not apply to Common Stock issued to any employee, officer or director of the Company under a bona fide employee or director benefit plan adopted by the Company or any Subsidiary thereof and approved by the stockholders of the Company or such Subsidiary, as appropriate. (f) In any case in which this Section 7.1(b) or 7.1(c) 11.4 shall require that an adjustment be made immediately following a record date or an effective date, the Company may elect to defer (but only until five Business Days following the mailing by the Company to the Conversion Price, no such adjustment shall be made if, subject holders of Convertible Notes of the certificate required by subsection (h) of this Section 11.4) issuing to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable any Convertible Note converted after such record date or effective date, as date the case may be, by virtue shares of Common Stock issuable upon such conversion over and above the Principal Sum having then been converted into shares of Common Shares at Stock issuable upon such conversion on the basis of the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulativeprior to adjustment, and shall, paying to such holder any amount of cash in the case lieu of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1a fractional share. (g) if, No adjustment in the opinion Conversion Price shall be required to be made unless such adjustment would require an increase or decrease of at least one percent (1%) in such price; provided, however, that any adjustments which by reason of this subsection (g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11.4 shall be made to the nearest cent. (h) Whenever the Conversion Price is adjusted as provided in Section 11.4(a) herein, the Company will promptly mail to the holders of the DirectorsConvertible Notes, a certificate of the Company's Treasurer or Chief Financial Officer setting forth the Conversion Price as so adjusted and a brief statement of facts accounting for such adjustment. (i) Irrespective of any adjustment or change in the Conversion Price and the number of Shares actually purchasable under the Convertible Notes, the provisions Convertible Notes theretofore and thereafter issued may continue to express the Conversion Price per Share and the number of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder Shares purchasable thereunder as the Directors deem appropriateConversion Price per Share and the number of Shares purchasable as expressed upon the Convertible Notes when initially issued.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows: (a) if and whenever at any time during In case the Adjustment Period, the Corporation shall: Company shall (i) subdividepay a dividend or make a distribution on its Common Stock in shares of its Common Stock, redivide or change (ii) subdivide its outstanding Common Shares Stock into a greater number of such shares; or shares or (iiiii) reduce, combine or consolidate its outstanding Common Shares Stock into a smaller number of such shares; , the Conversion Price in effect on immediately prior to such event shall be adjusted so that the effective date Holder of any New Subordinated Note thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock of the Company which it would have owned or have been entitled to receive after the happening of such subdivision, redivision, change, reduction, combination or consolidation, as event had the case may be, New Subordinated Note been converted immediately prior to the happening of such event. An adjustment made pursuant to this Section 5.7(a) shall become effective immediately after the record date in the case of a dividend or distribution except as provided in Section 5.7(f), and shall become effective immediately after the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, effective date in the case of the events referred to in (ii) abovesubdivision or combination. If any dividend or distribution is not paid or made, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price then in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur;appropriately readjusted. (b) if and whenever at any time during In case the Adjustment Period, the Corporation Company shall fix a record date for the issuance of rights, options issue rights or warrants to all or substantially all the holders of its outstanding Common Shares Stock entitling them, them (for a period expiring not more than within 45 days after such the record date, date mentioned below) to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) Stock at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Current Market Price on such record date, of the Conversion Price shall be adjusted immediately after such Common Stock at the record date so that it shall equal for the amount determined by multiplying determination of stockholders entitled to receive the rights or warrants, the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised immediately prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise issuance of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options rights or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record immediately prior to the date of issuance of the rights or warrants by a fraction, fraction of which the numerator shall be the total number of shares of Common Shares Stock outstanding on such record the date multiplied by of issuance of the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, rights or warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of shares of Common Shares Stock outstanding on such record the date multiplied by such Twenty Day Weighted Average Trading Price provided that: (i) Common Shares owned by or held for the account of issuance of the Corporation rights or any subsidiary shall be deemed not to be outstanding warrants plus the number of additional shares of Common Stock offered for the purpose of any such computation; (iisubscription or purchase. The adjustment provided for in this Section 5.7(b) such adjustment shall be made successively whenever any such a rights or warrants are issued, and shall become effective immediately, except as provided in Section 5.7(f) below after such record date is fixed;date. In determining whether any rights or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of Common Stock at less than the Current Market Price, and in determining the aggregate offering price of the shares of Common Stock so offered, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board (whose determination, if made in good faith, shall be conclusive). If any or all of such rights or warrants are not so issued or expire or terminate without having been exercised, the Conversion Price then in effect shall be appropriately readjusted. (iiic) In case the Company shall distribute to all holders of its Common Stock any shares of capital stock of the extent that Company (other than Common Stock) or evidences of indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 5.7(b)) then, in each such distribution is not so madecase, the Conversion Price shall be readjusted to adjusted so that it shall equal the price determined by multiplying the Conversion Price which would then be in effect if such immediately prior to the date of the distribution by a fraction of which the numerator shall be the Current Market Price of the Common Stock on the record date had not been fixed mentioned below less the then fair market value (as determined by the Board, whose determination, if made in good faith, shall be conclusive) of the portion of the capital stock or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants assets or evidences of indebtedness so distributed, or assets actually of the rights or warrants so distributed, with respect to one share of Common Stock, and of which the denominator shall be the Current Market Price of the Common Stock on the record date. Such adjustment shall become effective immediately, except as provided in Section 5.7(f), after the record date for the determination of shareholders entitled to receive such distribution. If any such distribution is not made or if any or all of such rights or warrants expire or terminate without having been exercised, the Conversion Price then in effect shall be appropriately readjusted. (d) No adjustment in the Conversion Price shall be required unless such adjustment would require a change of at least 1% in the Conversion Price; provided, however, that any adjustments which by reason of this Section 5.7(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and provided, further, that adjustments shall be required and made in accordance with the provisions of this Article V (other than this Section 5.7(d)) not later than such time as may be required in order to preserve the tax free nature of a distribution to the holders of shares of Common Stock. All calculations under this Article V shall be made to the nearest cent or to the nearest one hundredth of a share, as the case may be; (d) if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of the number of shares then sought to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price;. (e) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly file with the conversion agent an officers' certificate setting forth the Conversion Price after the adjustment and setting forth a brief statement of the facts requiring the adjustment, which certificate shall be conclusive evidence of the correctness of the adjustment if such adjustment has been made in good faith. Promptly after delivery of the certificate, the Company shall prepare a notice of the 18 25 adjustment of the Conversion Price setting forth the adjusted Conversion Price and the date on which the adjustment becomes effective and shall mail the notice of such adjustment of the Conversion Price to the Holder of each New Subordinated Note at its last address as shown on the Register. (f) In any case in which this Section 7.1(b) or 7.1(c) require 5.7 provides that an adjustment be made shall become effective immediately after a record date for an event, the Company may defer until the occurrence of the event (i) issuing to the Conversion Price, no Holder of any New Subordinated Note after the record date and before the occurrence of the event the additional shares of Common Stock issuable upon the conversion by reason of the adjustment required by the event over and above the Common Stock issuable upon such adjustment shall be made if, subject conversion before giving effect to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(badjustment and (ii) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments paying to the Conversion Price be computed holder any amount in cash in lieu of any fractional share pursuant to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.15.5 above. (g) ifIn addition to the adjustments set forth in subsections (a), (b) and (c) above, the Company will be permitted to make such reductions in the opinion Conversion Price as it considers to be advisable in order that any event treated for federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the Directorsshares of Common Stock. (h) Notwithstanding the foregoing, the provisions of this Section 7.1 are 5.7 shall not strictly applicable, or if strictly applicable would not fairly protect the rights apply to (i) any offering of Capital Stock of the Holder Company in accordance with an underwritten public offering pursuant to a firm commitment (as opposed to best efforts) from the intent and purposes hereofunderwriter, (ii) any issuance of shares of Capital Stock of the Directors shall make Company under any adjustment in such provisions bona fide compensation program for the benefit of the Holder employees, officers, directors or consultants of the Company or its Subsidiaries, which compensation plan is (A) in effect as of the date hereof, but only to the extent of shares currently authorized as of the date hereof or (B) following the date hereof is approved in writing by holders of New Subordinated Notes owning a majority in principal amount of the New Subordinated Notes then outstanding and (iii) issuance of Capital Stock of the Company in connection with the contingent obligations of DVI Financial Services, Inc. to the sellers of Medical Equipment Finance Corporation and Medical Device Capital Company, as previously disclosed to the Noteholders. (i) In the event that the provisions of this Section 5.7 fail as a result of an unintentional oversight to provide expressly for the adjustment of the Conversion Price or the number of shares of Common Stock issuable upon conversion under circumstances that, based upon the purposes and intentions expressed in this Article V, would otherwise have been addressed, the Board of Directors deem appropriateof the Company shall, in good faith cause an equitable adjustment to be made to the Conversion Price or the number of shares of Common Stock issuable upon conversion to correct such an oversight.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment adjusted from time to time as follows: (a) if and whenever at any time during 2.4.1. In case the Adjustment Period, the Corporation shall: Company shall hereafter (i) subdividepay a dividend or make a distribution on its Common Stock in shares of Common Stock, redivide or change (ii) subdivide its outstanding shares of Common Shares Stock into a greater number of such shares; or , (iiiii) reduce, combine or consolidate its outstanding shares of Common Shares Stock into a smaller number of such shares; , or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Conversion Price in effect on immediately prior to such action shall be adjusted so that the Holder of this Note or any portion hereof thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action had this Note or such portion hereof been converted immediately prior thereto. Any adjustment made pursuant to this subsection 2.4.1 shall become effective immediately after the record date of such subdivision, redivision, change, reduction, combination or consolidation, as the case may be, shall in the case of a dividend or distribution and shall become effective immediately after the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, effective date in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reductiona subdivision, combination or consolidation in each case by multiplying reclassification. If, as a result of an adjustment made pursuant to this subsection 2.4.1, the Holder of this Note or such portion hereof thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive) shall reasonably determine the allocation of the adjusted Conversion Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. 2.4.2. If the amount of any single adjustment of the Conversion Price in effect on required pursuant to this subsection 2.4.2 would be less than one cent ($0.01) at the time such effective date by a fraction of which the numerator adjustment is otherwise so required to be made, such amount shall be carried forward and adjustment with respect thereto made at the total number time of Common Shares outstanding immediately prior to and together with any subsequent adjustment which, together with such date amount and the denominator any other amount or amounts so carried forward, shall be the total number of Common Shares outstanding immediately after such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(aaggregate at least one cent ($0.01) shall occur; (b) if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price on such record date, when the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that: (i) Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that such distribution is not so made, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (d) if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of the number of shares then sought to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1adjusted. (g) if, in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriate.

Adjustment of Conversion Price. The Conversion Price shall be adjusted as set forth in this section. (a) If the Company shall issue or sell any shares of Common Stock at a price which is less than the Current Conversion Price, then the Conversion Price in effect at any date immediately prior thereto shall be subject to adjustment from time to time as follows:adjusted immediately so that the Conversion Price thereafter shall equal the price per share of Common Stock at which such shares of Common Stock described in this Section 3.06 (a) were issued or sold. The provisions of this paragraph (a) shall not apply to any issuance of additional shares of Common Stock for which an adjustment is provided under Section 3.06(b), (c) or (d). (b) In the event that the Company shall make any distribution of its assets upon or with respect to its shares of Common Stock, as a liquidating or partial liquidating dividend, or other than as a dividend payable out of earnings or any surplus legally available for dividends under the laws of the state of incorporation of the Company, the Holder of this Convertible Note, upon the exercise of his right to convert after the record date for such distribution or, in the absence of a record date, after the date of such distribution, shall receive, in addition to the shares subscribed for, the amount of such assets (or, at the option of the Company, a sum equal to the value thereof at the time of distribution as determined by the Board of Directors in its sole discretion) which would have been distributed to the Holder if and whenever he had exercised his right to convert immediately prior to the record date for such distribution or, in the absence of a record date, immediately prior to the date of such distribution. (c) In case at any time during the Adjustment Period, the Corporation shall: (i) subdivide, redivide or change Company shall subdivide its outstanding shares of Common Shares Stock into a greater number of shares, the Current Conversion Price in effect immediately prior to such shares; or (ii) reducesubdivision shall be proportionately reduced and conversely, combine or consolidate its in case the outstanding shares of Common Shares Stock of the Company shall be combined into a smaller number of such shares; , the Current Conversion Price in effect on immediately prior to such combination shall be proportionately increased. (d) If any capital reorganization or reclassification of the effective date capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale, transfer or lease of all or substantially all of its assets to another corporation, shall be effected in such a way that the holder of shares of Common Stock shall be entitled to receive shares, securities or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such subdivisionreorganization, redivisionreclassification, changeconsolidation, reductionmerger or sale, combination the Company or consolidationsuch successor or purchasing corporation, as the case may be, shall in execute an amendment to this Convertible Note providing that the case Holder of this Convertible Note shall have the right thereafter and until the expiration of the events referred period of convertibility to in (i) aboveconvert this Convertible Note into the kind and amount of shares, be decreased in proportion to the number of outstanding Common Shares resulting from securities or assets receivable upon such subdivisionreorganization, redivision reclassification, consolidation, merger or change, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date sale by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur; (b) if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that: (i) Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that such distribution is not so made, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (d) if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu holder of the number of shares then sought to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to Stock into which such sale or conveyance may be made, as the case may be, that the Holder would this Convertible Note might have been entitled converted immediately prior to receive on such reorganization, reclassification, capital reorganization, consolidation, amalgamation, arrangement merger or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made ifsale, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred adjustments which shall be as nearly equivalent as may be practicable to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case 3. (e) Upon such adjustment of adjustments to the Conversion Price be computed pursuant to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1. (g) if, in the opinion of the Directors3.06, the provisions number of shares issuable upon conversion of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect Convertible Note shall be adjusted to the rights nearest full amount by multiplying a number equal to the Conversion Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Convertible Note immediately prior to such adjustment and dividing the Holder in accordance with product so obtained by the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriateadjusted Conversion Price.

Adjustment of Conversion Price. The Conversion Price conversion price as stated in effect at any date paragraph 8 of the Securities (the "CONVERSION PRICE") shall be subject to adjustment adjusted from time to time by the Company as follows: (a) if and whenever at any time during In case the Adjustment Period, the Corporation shall: Company shall (i) subdividepay a dividend on its Common Stock in shares of Common Stock, redivide or change (ii) make a distribution on its Common Stock in shares of Common Stock, (iii) subdivide its outstanding Common Shares Stock into a greater number of such shares; or , or (iiiv) reduce, combine or consolidate its outstanding Common Shares Stock into a smaller number of such shares; , the Conversion Price in effect on immediately prior thereto shall be adjusted so that the effective date Holder of any Security thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock which it would have owned had such Security been converted immediately prior to the happening of such subdivision, redivision, change, reduction, combination or consolidation, as event. An adjustment made pursuant to this subsection (a) shall become effective immediately after the case may be, shall record date in the case of a dividend or distribution and shall become effective immediately after the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, effective date in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination subdivision or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur;combination. (b) if and whenever at any time during In case the Adjustment Period, the Corporation Company shall fix a record date for the issuance of rights, options issue rights or warrants to all or substantially all the holders of its outstanding Common Shares Stock entitling them, them (for a period commencing no earlier than the record date described below and expiring not more than 45 60 days after such record date, ) to subscribe for or purchase shares of Common Shares Stock (or securities convertible or exchangeable into Common SharesStock) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Current Market Price Per Share of Common Stock on the record date for the determination of stockholders entitled to receive such record daterights or warrants (provided, however, if such rights or warrants are only exercisable upon the occurrence of certain events, then the Conversion Price shall not be adjusted immediately after unless and until such record date so that it shall equal the amount determined by multiplying triggering events occur), the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised immediately prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price thereto shall be adjusted immediately after such record date so that it the same shall equal the price determined by multiplying the Conversion Price in effect on immediately prior to such record date by a fractionfraction of which (x) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered (or the aggregate conversion price of the convertible securities so offered, which shall be determined by multiplying the number of shares of Common Stock issuable upon conversion of such convertible securities by the conversion price per share of Common Stock pursuant to the terms of such convertible securities) would purchase at the Current Market Price Per Share of Common Stock on such record date, and of which (y) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after such record date. If at the end of the period during which such rights or warrants are exercisable not all rights or warrants shall have been exercised, the adjusted Conversion Price shall be immediately readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). (c) In case the Company shall distribute to all or substantially all holders of its Common Stock rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (b) of this Section 4.6), then in each such case, for so long as such rights or warrants shall not have expired or been redeemed by the Company, the Holder of any Security surrendered for conversion shall be entitled to receive, in addition to the shares of Common Stock issuable upon conversion, the following: (i) If conversion occurs on or prior to the date for distribution of certificates evidencing such rights or warrants (the "DISTRIBUTION DATE"), the Holder shall be entitled to the same number of rights or warrants that a holder of a number of shares of Common Stock equal to the number of shares of Common Stock issuable upon conversion is entitled; and (ii) if conversion occurs after the Distribution Date, the Holder shall be entitled to the same number of rights or warrants that a holder of a number of shares of Common Stock equal to the number of shares of Common Stock which the Holder would have owned had such Security been converted immediately prior to the Distribution Date, in accordance with the terms and provisions applicable to such rights or warrants. (d) In case the Company shall distribute to all or substantially all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock), evidences of indebtedness or other non-cash assets (including securities of any person other than the Company but excluding (1) dividends or distributions paid exclusively in cash or (2) dividends or distributions referred to in subsection (a) of this Section 4.6), or shall distribute to all or substantially all holders of its Common Stock rights or warrants to subscribe for or purchase any of its securities which rights or warrants have expired or have been redeemed prior to conversion of any Securities (excluding those rights and warrants referred to in subsections (b) or (c) of this Section 4.6), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the current Conversion Price by a fraction of which the numerator shall be the total number Current Market Price Per Share of the Common Shares outstanding Stock on such the record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, mentioned below less the fair market value on such record date (as reasonably determined in good faith by the Board of Directors, subject to Section 7.4 whose determination shall be conclusive evidence of such shares, rights, options, warrantsfair market value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of the portion of the capital stock, evidences of indebtedness or other non-cash assets so distributeddistributed or of such rights or warrants applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the record date), and of which the denominator shall be the total number Current Market Price Per Share of the Common Shares outstanding Stock on such record date multiplied by date; provided, however, that in the case of rights or warrants which have expired or have been redeemed, such Twenty Day Weighted Average Trading Price provided that: (i) Common Shares owned by or held for the account determination shall be made as of the Corporation time of expiration or any subsidiary redemption, rather than the record date, and shall be deemed not based upon the value immediately prior to be outstanding for such expiration or upon the purpose of any such computation; (ii) such redemption price, as the case may be. Such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such distribution is not so made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (e) In case the Company shall, by dividend or otherwise, at any time distribute (a "TRIGGERING DISTRIBUTION") to all or substantially all holders of its Common Stock cash in an aggregate amount that, together with the aggregate amount of (A) any cash and the fair market value (as reasonably determined in good faith by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of any other consideration payable in respect of any tender offer by the Company or a Subsidiary of the Company for Common Stock consummated within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made and (B) all other all cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made, exceeds an amount equal to 12.5% of the product of the Current Market Price Per Share of Common Stock on the Business Day (the "DETERMINATION DATE") immediately preceding the day on which such Triggering Distribution is declared by the Company multiplied by the number of shares of Common Stock outstanding on the Determination Date (excluding shares held in the treasury of the Company), the Conversion Price shall be readjusted reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the Determination Date by a fraction of which the numerator shall be the Current Market Price Per Share of the Common Stock on the Determination Date less the sum of the aggregate amount of cash and the aggregate fair market value (as reasonably determined in good faith by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of any such other consideration so distributed, paid or payable within such 12 months (including, without limitation, the Triggering Distribution) applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the Determination Date) and the denominator shall be such Current Market Price Per Share of the Common Stock on the Determination Date, such reduction to become effective immediately prior to the opening of business on the day following the date on which the Triggering Distribution is paid. (1) In case any tender offer made by the Company or any of its Subsidiaries for Common Stock shall expire and such tender offer (as amended upon the expiration thereof) shall involve the payment of aggregate consideration in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value (as reasonably determined in good faith by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee thereof) of any other consideration) that, together with the aggregate amount of (A) any cash and the fair market value (as reasonably determined in good faith by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of any other consideration payable in respect of any other tender offers by the Company or any Subsidiary of the Company for Common Stock consummated within the 12 months preceding the date of the Expiration Date (as defined below) and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made and (B) all cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the Expiration Date and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made, exceeds an amount equal to 12.5% of the product of the Current Market Price Per Share of Common Stock as of the last date (the "EXPIRATION DATE") tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the "EXPIRATION TIME") multiplied by the number of shares of Common Stock outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time, then, immediately prior to the opening of business on the day after the Expiration Date, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to close of business on the Expiration Date by a fraction of which the numerator shall be the product of the number of shares of Common Stock outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time multiplied by the Current Market Price Per Share of the Common Stock on the Trading Day next succeeding the Expiration Date and the denominator shall be the sum of (x) the aggregate consideration (determined as aforesaid) payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "PURCHASED SHARES") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares and excluding any shares held in the treasury of the Company) at the Expiration Time and the Current Market Price Per Share of Common Stock on the Trading Day next succeeding the Expiration Date, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Date. In the event that the Company is obligated to purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such record date had not have been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (d) if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of the number of shares then sought actually purchased. If the application of this Section 4.6(f) to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder any tender offer would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) result in any case an increase in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in for such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in tender offer under this Section 7.1 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.14.6(f). (g2) if, in the opinion For purposes of the DirectorsSection 4.6(e) and 4.6(f), the provisions term "tender offer" shall mean and include both tender offers and exchange offers (within the meaning of this Section 7.1 are not strictly applicableU.S. Federal securities laws), or if strictly applicable would not fairly protect all references to "purchases" of shares in tender offers (and all similar references) shall mean and include both the rights purchase of shares in tender offers and the Holder acquisition of shares pursuant to exchange offers, and all references to "tendered shares" (and all similar references) shall mean and include shares tendered in accordance with the intent both tender offers and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriateexchange offers.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows: (a) if and whenever at In case the Company shall make or pay a dividend or make a distribution in shares of Common Stock on any time during class of Capital Stock of the Adjustment PeriodCompany, the Corporation shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number of such shares; or (ii) reduce, combine or consolidate its outstanding Common Shares into a smaller number of such shares; the Conversion Price in effect on immediately following the effective record date fixed for the determination of stockholders entitled to receive such subdivision, redivision, change, reduction, combination dividend or consolidation, as the case may be, other distribution shall in the case of the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case reduced by multiplying the such Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of shares of Common Shares Stock outstanding immediately prior to at the close of business on such date and the denominator shall be the sum of such number of shares and the total number of Common Shares outstanding immediately shares constituting such dividend or other distribution. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (i) and (j) below, after such record date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur;. (b) if and whenever at any time during In case the Adjustment PeriodCompany shall (1) subdivide its outstanding shares of Common Stock into a greater number of shares or (2) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Corporation Conversion Price in effect immediately following the effectiveness of such action shall fix be adjusted by multiplying such Conversion Price by a record fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such subdivision or combination and the denominator shall be the number of shares outstanding immediately after giving effect to such subdivision or combination. An adjustment made pursuant to this subsection (b) shall become effective immediately, except as provided in subsection (i) and (j) below, after the effective date for of a subdivision or combination. (c) In case the issuance of Company shall issue rights, options or warrants to all or substantially all the holders of its outstanding Common Shares Stock entitling them, for a period expiring not more than 45 days after such record date, them to subscribe for or purchase shares of Common Shares (or securities convertible or exchangeable into Common Shares) Stock at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price then current market price per share of the Common Stock (as determined pursuant to subsection (g) below) on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal fixed for determination of the amount determined by multiplying stockholders entitled to receive such rights, option or warrants, the Conversion Price in effect on immediately following such record date shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (i) such Conversion Price by a fraction, of which which (ii) the numerator shall be (A) the total number of shares of Common Shares Stock outstanding on such record date multiplied plus (B) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such current market price (determined by multiplying such total number of shares by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) exercise price of such rights, options or warrantswarrants and dividing the product so obtained by such current market price), and of which which (iii) the denominator shall be (A) the total number of shares of Common Shares Stock outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price plus (B) the number of additional shares of Common Stock which are so offered for subscription or purchase. Such adjustment shall become effective immediately, except as provided that in subsection (i) any Common Shares owned by or held for and (j) below, after the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making determination of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that: (i) Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that such distribution is not so made, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (d) if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of the number of shares then sought to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1. (g) if, in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriate.,

Adjustment of Conversion Price. The Conversion Price in effect at any date shall will be subject to adjustment from time to time as follows:set forth below. (a) if and whenever If at any time during prior to the Adjustment Period, Maturity Date the Corporation shall:Corporation (i) subdivide, redivide subdivides or change its redivides the outstanding Common Shares into a greater number of such shares; orCommon Shares, (ii) reducereduces, combine combines or consolidate its consolidates the outstanding Common Shares into a smaller number of such sharesCommon Shares, or (iii) issues Common Shares or securities exchangeable or convertible into Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution or otherwise (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividend or distributions in the form of Common Shares in lieu of cash dividends or distributions paid in the ordinary course on the Common Shares); then the Conversion Price in effect on the effective date of such subdivision, redivision, change, reduction, combination or consolidationconsolidation or on the record date for such issue of Common Shares by way of a dividend or distribution or otherwise, as the case may be, shall will, in the case of any of the events referred to in (i) above, and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or changeredivision, or shallissue by way of dividend or distribution or otherwise; or will, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such dateconsolidation. Such adjustment shall will be made successively whenever any event referred to in this Section 7.1(a6.4(a) shall occur;occurs. Any such issue of Common Shares by way of a dividend or distribution will be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (b) and (c) of this Section 6.4. (b) if and whenever If at any time during prior to the Adjustment Period, Maturity Date the Corporation shall fix fixes a record date for the issuance of rightsoptions, options rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share Common Share (or having a conversion or exchange price per shareCommon Share) less than 95% of the Twenty Day Weighted Average Trading Current Market Price of a Common Share on such record date, then the Conversion Price shall will be adjusted immediately after such record date so that it shall will equal the amount price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall will be the total number of Common Shares outstanding on such record date multiplied plus a number of Common Shares equal to the quotient obtained by dividing the Twenty Day Weighted Average Trading aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrantsper Common Share, and of which the denominator shall will be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any plus the total number of additional Common Shares owned by offered for subscription or held for purchase (or into which the account of the corporation convertible securities so offered are convertible or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such exchangeable). Such adjustment shall will be made successively whenever such a record date is fixed; (iii) to . To the extent that any such rightsoptions, options rights or warrants are not so issued or any such options, rights or warrants are not exercised prior to the expiration thereof, the Conversion Price shall will be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon if only the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rightsoptions, options rights or warrantswarrants were included in such fraction, as the case may be;. (c) if and whenever If at any time during prior to the Adjustment Period Maturity Date the Corporation shall fix fixes a record date for the making of a dividend or distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares Common Shares or other securities of any class, whether of the Corporation or any class other corporation (including stock dividends)than Common Shares, (ii) rights, options or warrants (excluding those referred excluding, rights, options or warrants entitling the holders thereof for a period of not more than 45 days to in Section 7.1(bsubscribe for or purchase Common Shares or securities convertible into Common Shares)); , (iii) evidences of its indebtedness indebtedness, or (iv) any property or other assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall will be adjusted immediately after such record date so that it shall equal equals the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be is the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Current Market Price per Common Share on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 acting reasonably, which determination will be conclusive) of such shares, Common Shares or rights, options, warrants, options or warrants or evidences of indebtedness or assets so or cash actually distributed, and of which the denominator shall will be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Current Market Price provided that: (i) per Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such Share. Such adjustment shall will be made successively whenever such a record date is fixed; (iii) to . To the extent that such dividend or distribution is not so made, the Conversion Price shall will be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such shares Common Shares or other securities or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be;. (d) if and whenever If at any time during prior to the Adjustment PeriodMaturity Date, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in Section 7.1(a6.4(a)) or a consolidation, amalgamationmerger, arrangement arrangement, acquisition or merger business combination of the Corporation with or into any other body corporate, trust, partnership Person or other entity, ; or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership Person or other entityentity or a liquidation, dissolution or winding-up of the Holder shallCorporation, or similar transaction, any holder of a Debenture who has not exercised its right of conversion prior to the effective date of such reclassification, capital reorganization, consolidation, merger, arrangement, acquisition, business combination, sale or conveyance, liquidation, termination, dissolution, winding-up, or similar transaction, upon the exercise of the Conversion Rightsuch right thereafter, will be entitled to receive and shall will accept, in lieu of the number of shares Common Shares then sought to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership Person or other entity resulting from such reclassification, capital reorganization, consolidation, merger, amalgamationarrangement, arrangement acquisition or consolidation, business combination or to which such sale or conveyance may be mademade or which holders of Common Shares receive pursuant to such liquidation, termination, dissolution or winding-up, as the case may be, that the Holder such holder of a Debenture would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamationarrangement, arrangement or merger, acquisition, business combination, sale or conveyanceconveyance or liquidation, iftermination, dissolution or winding-up, or similar transaction, if on the record date or the effective date thereof, as the case may be, the Holder holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made conversion right. If determined appropriate by the Directors to give effect to or to evidence the Conversion Price; (e) in any case in which provisions of this Section 7.1(b) 6.4(d), the Corporation, its successor, or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options purchasing Person or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c)other entity, as the case may be, will, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, merger, arrangement, acquisition, business combination, sale or conveyance or liquidation, termination, dissolution or winding-up, or similar transaction, enter into an indenture which provides, to the extent reasonably possible, for the application of the provisions set forth in such kind this Indenture with respect to the rights and number interests thereafter of the holder of Debentures to the end that the provisions set forth in this Indenture will thereafter correspondingly be made applicable, as it would have received if it had been nearly as reasonably possible, with respect to any Common Shares or other securities or property to which a holder of Debentures is entitled on the exercise of its conversion rights thereafter. Any indenture entered into between the Corporation and the Debenture Trustee pursuant to the provisions of this Section 6.4(d) will be a supplemental indenture entered into pursuant to the provisions of Article 16. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing Person or other entity and the Debenture Trustee will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided in this Section 6.4(d) and which will apply to successive reclassifications, capital reorganizations, consolidations, mergers, arrangements, acquisitions, business combinations, sales or conveyances and to any successive liquidation, termination, dissolution or winding-up, or similar transaction. (e) In any case in which this Section 6.4 requires that an adjustment will become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Debenture converted after such record date and before the occurrence of such event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation will deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any dividends paid or distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the applicable Business Day immediately after the Date of Conversion or such later date as such holder would, but for the provisions of this Section 6.4(e), have become the holder of record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into such additional Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be;pursuant to Section 6.3(b). (f) the The adjustments provided for in this Section 7.1 6.4 are cumulative, cumulative and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall will apply to successive subdivisions, redivisions, reductions, combinations, consolidations, dividends, distributions, issues or other events resulting in any adjustment under the provisions of this Section; provided however that, notwithstanding any other provision of this Section, no adjustment of the Conversion Price will be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect; provided, further, that any adjustments which by reason of this Section 7.16.4(f) are not required to be made will be carried forward and taken into account in any subsequent adjustment. (g) ifFor the purpose of calculating the number of Common Shares outstanding, Common Shares owned by or for the benefit of the Corporation will not be counted. (h) In the event of any question arising with respect to the adjustments provided in this Section 6.4, such question will be conclusively determined by a firm of nationally recognized chartered accountants appointed by the Corporation (who may be the Auditor of the Corporation); such accountants will have access to all necessary records of the Corporation and such determination will be binding upon the Corporation, the Debenture Trustee, and the Debentureholders, absent manifest error. (i) In case the Corporation takes any action affecting the Common Shares other than action described in this Section 6.4, which in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect materially affect the rights of the Holder in accordance with the intent and purposes hereofDebentureholders (including their conversion rights), the Directors shall make any adjustment Conversion Price and the Common Shares issuable upon conversion of the Debentures will be adjusted in such provisions for the benefit manner and at such time, by action of the Holder Directors, subject to the prior written consent of the TSXV or such other exchange on which the Debentures and the Common Shares are then listed, as the Directors deem appropriatein their discretion may determine to be equitable in the circumstances. Failure of the Directors to make such an adjustment will be conclusive evidence that they have determined that it is equitable to make no adjustment in the circumstances. (j) Subject to the prior written consent of the TSXV or such other exchange on which the Debentures may be listed and posted for trading, no adjustment in the Conversion Price will be made in respect of any event described in Sections 6.4(a), 6.4(b) or 6.4(c) other than the events described in 6.4(a)(i) or 6.4(a)(ii) if the holders of the Debentures are entitled to participate in such event on the same terms mutatis mutandis as if they had converted their Debentures prior to the effective date or record date, as the case may be, of such event. (k) Except as stated above in this Section 6.4, no adjustment will be made in the Conversion Price of any Debenture as a result of the issuance of Common Shares at less than the Current Market Price for such Common Shares on the date of issuance or the then applicable Conversion Price.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows:set forth below. (a) if If and whenever at any time during prior to the Adjustment Period, Time of Expiry the Corporation shall: (i) subdivide, subdivide or redivide or change its the outstanding Common Shares into a greater number of such shares; or, (ii) reduce, combine or consolidate its the outstanding Common Shares into a smaller number of such shares; , or (iii) issue Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares), the Conversion Price in effect on the effective date of such subdivision, redivision, change, reduction, combination or consolidationconsolidation or on the record date for such issue of Common Shares by way of a dividend or distribution, as the case may be, shall in the case of any of the events referred to in (i) above, and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or changedividend, or shall, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such dateconsolidation. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(asubsection 6.5(a) shall occur;. Any such issue of Common Shares by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (c) and (d) of this Section 6.5. (b) if If and whenever at any time during prior to the Adjustment PeriodTime of Expiry the Corporation shall fix a record date for the payment of a cash dividend or distribution to the holders of all or substantially all of the outstanding Common Shares, the Conversion Price shall be adjusted immediately after such record date so that it shall be equal to the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the denominator shall be the Current Market Price on such record date and of which the numerator shall be the Current Market Price on such record date minus the amount in cash per Common Share distributed to holders of Common Shares. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such cash dividend or distribution is not paid, the Conversion Price shall be re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed. (c) If and whenever at any time prior to the Time of Expiry the Corporation shall fix a record date for the issuance of rightsoptions, options rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Twenty Day Weighted Average Trading Current Market Price on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied plus a number of Common Shares equal to the number arrived at by dividing the Twenty Day Weighted Average Trading Price on aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributedCurrent Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that: (i) plus the total number of additional Common Shares owned by offered for subscription or held for purchase (or into which the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such convertible securities so offered are convertible). Such adjustment shall be made successively whenever such a record date is fixed; (iii) to . To the extent that any such distribution is options, rights or warrants are not so madeissued or any such options, rights or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such shares or rightsoptions, options rights or warrants or evidences of indebtedness or assets actually distributedwere included in such fraction, as the case may be;. (d) if If and whenever at any time during prior to the Adjustment PeriodTime of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(asubsection 6.5(a) or a consolidation, amalgamation, arrangement or arrangement, binding share exchange, merger of the Corporation with or into any other body corporate, trust, partnership Person or other entityentity or acquisition of the Corporation or other combination pursuant to which the Common Shares are converted into or acquired for cash, securities or other property; or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership Person (other than a direct or indirect wholly-owned subsidiary of the Corporation) or other entityentity or a liquidation, dissolution or winding-up of the Holder shallCorporation (any such event, a “Merger Event”), any holder of a Debenture who has not exercised its right of conversion prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or winding-up, upon the exercise of the Conversion Rightsuch right thereafter, shall be entitled to receive and shall accept, in lieu of the number of shares Common Shares then sought to be acquired by it, such amount of cash or the number of Common Shares shares or other securities or property of the Corporation or of the body corporate, trust, partnership Person or other entity resulting from such merger, amalgamation, arrangement arrangement, acquisition, combination or consolidation, or to which such sale or conveyance may be mademade or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-up, as the case may be, that the Holder such holder of a Debenture would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or arrangement, merger, share exchange, acquisition, combination, sale or conveyanceconveyance or liquidation, dissolution or winding-up, if, on the record date or the effective date thereof, as the case may be, the Holder holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made ifconversion right, subject to subsection 6.5(m) . If determined appropriate by the prior approval Board of applicable stock exchanges Directors, to give effect to or to evidence the Holder receives provisions of this subsection 6.5(d), the rightsCorporation, options its successor, or warrants referred to in Section 7.1(b) such purchasing Person or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c)other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or winding-up, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in such kind this Indenture with respect to the rights and number interests thereafter of the holder of Debentures to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as it would have received if it had been nearly as may reasonably be, with respect to any cash, shares or other securities or property to which a holder of Debentures is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this subsection 6.5(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 16. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing Person or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this subsection 6.5(d) and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, share exchanges, acquisitions, combinations, sales or conveyances. For greater certainty, nothing in this subsection 6.5(d) shall affect or reduce the requirement for any Person to make a Change of Control Offer, and notice of any transaction to which this subsection 6.5(d) applies shall be given in accordance with Section 6.10. The Corporation shall not become a party to any Merger Event unless its terms are consistent with this subsection 6.5(d) . (e) If the Corporation shall make a distribution to all or substantially all of the holders of Common Shares on of shares in the applicable record date or effective date, as the case may be, by virtue capital of the Principal Sum having Corporation, other than Common Shares, or evidences of indebtedness or other assets of the Corporation, including securities (but excluding (i) any issuance of rights or warrants for which an adjustment was made pursuant to subsection 6.5(c), and (ii) any dividend or distribution paid exclusively in cash for which an adjustment was made pursuant to subsection 6.5(b)) (the “Distributed Securities”), then been in each such case (unless the Corporation at its option chooses to distribute such Distributed Securities to the holders of Debentures on such dividend or distribution date (as if each holder had converted such Debenture into Common Shares at immediately preceding the record date with respect to such distribution)) the Conversion Price in effect immediately preceding the ex-distribution date fixed for the dividend or distribution shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately preceding such ex-distribution date by a fraction of which the denominator shall be the five-day VWAP immediately prior to the ex-distribution date and of which the numerator shall be the five-day VWAP for the first five trading days that occur immediately post the ex- distribution date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective five Business Days immediately after the ex-distribution date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if the securities distributed by the Corporation to all holders of its Common Shares consist of capital stock of, or similar equity interests in, a Subsidiary or other business of the Corporation (the “Spinoff Securities”), the Conversion Price shall be adjusted, unless the Corporation makes an equivalent distribution to the holders of Debentures, so that the same shall be equal to the rate determined by multiplying the Conversion Price in effect on the applicable record date fixed for the determination of shareholders entitled to receive such distribution by a fraction, the denominator of which shall be the sum of (A) the weighted average trading price of one Common Share over the 20 consecutive trading day period (the “Spinoff Valuation Period”) commencing on and including the fifth trading day after the date on which ex- dividend trading commences for such distribution on the TSX (or effective date, such other exchange on which the Common Shares are then listed) and (B) the product of (i) the weighted average trading price (calculated in substantially the same way as the case Current Market Price is calculated for the Common Shares) over the Spinoff Valuation Period of the Spinoff Securities or, if no such prices are available, the fair market value of the Spinoff Securities as reasonably determined by the Board of Directors (which determination shall be conclusive and shall be evidenced by an Officer’s Certificate delivered to the Trustee) multiplied by (ii) the number of Spinoff Securities distributed in respect of one Common Share and the numerator of which shall be the weighted average trading price of one Common Share over the Spinoff Valuation Period, such adjustment to become effective immediately preceding the opening of business on the 25th trading day after the date on which ex-dividend trading commences; provided, however, that the Corporation may be;in lieu of the foregoing adjustment elect to make adequate provision so that each holder of Debentures shall have the right to receive upon conversion thereof the amount of such Spinoff Securities that such holder of Debentures would have received if such Debentures had been converted on the record date with respect to such distribution. (f) If any issuer bid made by the adjustments Corporation or any of its Subsidiaries for all or any portion of Common Shares shall expire, then, if the issuer bid shall require the payment to shareholders of consideration per Common Share having a fair market value (determined as provided for in this Section 7.1 are cumulativebelow) that exceeds the Current Market Price on the last date (the “Expiration Date”) tenders could have been made pursuant to such issuer bid (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the “Expiration Time”), and shall, in the case of adjustments to the Conversion Price shall be computed adjusted so that the same shall equal the rate determined by multiplying the Conversion Price in effect immediately preceding the close of business on the Expiration Date by a fraction of which (i) the denominator shall be the sum of (A) the fair market value of the aggregate consideration (the fair market value as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officer’s Certificate delivered to the nearest whole cent Trustee) payable to shareholders based on the acceptance (up to any maximum specified in the terms of the issuer bid) of all Common Shares validly tendered and not withdrawn as of the Expiration Time (the Common Shares deemed so accepted, up to any such maximum, being referred to as the “Purchased Common Shares”) and (B) the product of the number of Common Shares outstanding (less any Purchased Common Shares and excluding any Common Shares held in the treasury of the Corporation) at the Expiration Time and the Current Market Price on the Expiration Date and (ii) the numerator of which shall apply be the product of the number of Common Shares outstanding (including Purchased Common Shares but excluding any Common Shares held in the treasury of the Corporation) at the Expiration Time multiplied by the Current Market Price on the Expiration Date, such increase to successive subdivisionsbecome effective immediately preceding the opening of business on the day following the Expiration Date. In the event that the Corporation is obligated to purchase Common Shares pursuant to any such issuer bid, redivisionsbut the Corporation is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, reductionsthe Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of Common Shares actually purchased, combinations, consolidations, distributions, issues or other events resulting in any adjustment under if any. If the provisions application of this Section 7.1. (gsubsection 6 . 5 ( f ) if, to any issuer bid would result in a decrease in the opinion of the DirectorsConversion Price, the provisions of no adjustment shall be made for such issuer bid under this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriatesubsection 6.5(f) .

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows: (a) if and whenever at any time during In case the Adjustment Period, the Corporation shall: Company shall (i) subdividepay a dividend in shares of its capital stock (other than an issuance of shares of capital stock to holders of Common Stock who have elected to receive a dividend in shares in lieu of cash), redivide or change its outstanding Common Shares into a greater number of such shares; or (ii) subdivide its outstanding shares of Common Stock, (iii) reduce, consolidate or combine or consolidate its outstanding shares of Common Shares Stock into a smaller number of such shares; , or (iv) issue by reclassification of its shares of Common Stock any shares of the Conversion Price in effect on Company, the effective date number of such subdivision, redivision, change, reduction, combination shares a Holder of a Debenture thereafter surrendered for conversion shall be entitled to receive shall be the number of shares of Common Stock of the Company which he would have owned or consolidation, as would have been entitled to receive after the case may be, shall in the case happening of any of the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from described above had such subdivision, redivision or change, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding Debenture been converted immediately prior to the happening of such date and the denominator shall be the total number of Common Shares outstanding immediately after such dateevent. Such adjustment shall be made successively whenever any event referred such effective date or record date shall occur. An adjustment made pursuant to in this Section 7.1(asubsection (a) shall occur;become effective retroactively, immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision, reduction, consolidation, combination or reclassification. (b) if and whenever If the Company shall at any time during issue or sell or be deemed pursuant to the Adjustment Periodprovisions of subsections 8.3(c) and (d) hereof to have issued or sold shares of its Common Stock for consideration per share less than the Initial Conversion Price then in effect with respect to such Common Stock, then the Initial Conversion Price shall be reduced by multiplying it by a fraction, the Corporation numerator of which equals the number of shares of Common Stock outstanding prior to the sale or issuance plus the number of shares of Common Stock which would have been issued in the transaction if the Initial Conversion Price had been applied, and the denominator of which equals the number of shares of Common Stock outstanding after the sale or issuance plus the number of shares of Common Stock actually issued in the transaction. (c) In case at any time after the date hereof the Company shall fix in any manner grant (whether directly or by assumption in a record date merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") at an option or conversion price per share of Common Stock (determined by dividing: (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable upon the exercise of such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock of the Company, issuable upon the exercise of such Options and in the case of Convertible Securities, upon conversion thereof) less than the Initial Conversion Price then in effect with respect to such Common Stock, then the total maximum number of shares of Common Stock issuable upon the exercise and conversion of such Options and Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company as of the date of the issue or sale of the Options, for such price per share. No sale, issuance or transfer of shares of Common Stock shall be deemed to have been made upon the actual issuance of rightssuch Common Stock except as otherwise provided in subsection 8.3(e) hereof. (d) In case at any time after the date hereof the Company shall in any manner issue or sell (whether directly or by assumption in merger or otherwise) any Convertible Securities, options whether or warrants not the rights to exchange or convert thereunder are immediately exercisable, and the price per share of Common Stock issuable upon such conversion or exchange (determined by dividing: (i) the total amount received or receivable by the Company, as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Initial Conversion Price then in effect with respect to such Common Stock, then the total maximum number of shares of Common Stock issuable upon conversion of all such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company as of the date of the issue or sale of the Convertible Securities, for such price per share. No sale, issuance or transfer of shares of Common Stock shall be deemed to have been made upon the actual issuance of such Common Stock except as otherwise provided in subsection 8.3(e) hereof. (e) If the purchase price payable or number of shares of Common Stock subject to purchase as provided for in any Options referred to in subsection 8.3(c) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subsections 8.3(c) or (d), or the rate at which any Convertible Securities referred to in subsections 8.3(c) or (d) are convertible into Common Stock shall change so as to reduce the deemed sale price of Common Stock previously calculated under subsections 8.3(c) and/or (d), then a sale of shares of Common Stock shall be deemed to have occurred for the purposes of subsections 8.3(c) and/or (d), as applicable, with appropriate adjustments to be made to the number of shares of Common Stock deemed to have been sold to reflect the prior related deemed sale and such adjustments by the adjustment of the Initial Conversion Rate and Initial Conversion Price pursuant to subsections 8.3(c) or (d), as applicable. (f) In case of any consolidation of the Company with or merger of the Company with or into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all of the holders property of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price on such record dateCompany, the Conversion Price Company or such successor or purchasing corporation, as the case may be, shall be adjusted immediately after such record date so execute an agreement that it the Holder of a Debenture shall equal have the amount determined by multiplying right thereafter upon payment of the Initial Conversion Price in effect on immediately prior to such record date by a fraction, action to purchase upon conversion of the Debenture the kind and amount of shares and other securities and property which the numerator shall be Holder would have owned or would have been entitled to receive after the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) happening of such rightsconsolidation, options merger, sale, transfer or warrants, and of which lease had the denominator Debenture been converted immediately prior to such action. The Company shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account give prompt written notice of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose execution of any such computation;agreement to the Holder of each Debenture at the address of such Holder as shown on the records of the Company. Such agreement shall provide for subsequent adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8.3, after the happening of such consolidation, merger, sale, transfer or lease. The provisions of this subsection 8.3(f) shall similarly apply to successive consolidations, mergers, sales, transfers or leases. (iig) such adjustment The provisions of this Section 8.3 shall be made successively whenever such not apply to any currently outstanding securities of the Company or any management stock grants or sales, stock options or shares of Common Stock issued upon exercise of stock options issued to officers, directors, employees or consultants of the Company pursuant to a record date is fixed;plan heretofore adopted and approved by the Board of Directors of the Company. (iiih) to the extent that any such rights, options or warrants are not exercised prior to Upon the expiration thereofof any Option or the termination of any right to convert or exchange any Convertible Securities without the issuance of shares of Common Stock, the Initial Conversion Price shall be readjusted to the Initial Conversion Price which would then be in effect if such record date had not been fixed or to have prevailed absent the Conversion Price which would then be in effect based upon adjustment made as a result of the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise issuance of such rights, options Options or warrants, as the case may be;Convertible Securities. (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) In case any Options shall be issued in connection with the issue or sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. (j) In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the amount received therefor by the Company. In case any classshares of Common Stock, whether Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the Corporation or any consideration other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of than cash received by the Corporation, then, in each such case, the Conversion Price Company shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (of such consideration, as determined by the DirectorsBoard of Directors of the Company. (k) If the Common Stock issuable upon the conversion of the Debentures shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for in this Section 8.3), then, and in each such event, each Holder of Debentures shall have the right thereafter to convert such Debentures into the kind and amount of shares of Common Stock and other securities and property receivable upon such reorganization, reclassification, or other change by the Holders of the number of shares of Common Stock into which such Debentures might have been converted, as reasonably determined by the Company's board of directors, immediately prior to such reorganization, reclassification, or change, all subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price further adjustment as provided that:herein. (il) Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that such distribution is not so made, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (d) if and whenever If at any time during the Adjustment Period, or from time to time there is a reclassification of the Common Shares or shall be a capital reorganization of the Corporation Common Stock (other than as described a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 7.1(a8.3) or a consolidation, amalgamation, arrangement merger or merger consolidation of the Corporation Company with or into any other body corporate, trust, partnership or other entityanother corporation, or a the sale of all or conveyance substantially all of the property Company's properties and assets of the Corporation as an entirety or substantially as an entirety to any other body corporateperson, trustthen, partnership as a part of such reorganization, merger, consolidation or other entitysale, provision shall be made as reasonably determined by the Holder shall, upon Company's board of directors so that the exercise Holders of the Conversion Right, Debentures shall thereafter be entitled to receive and shall acceptupon conversion of such Debentures, in lieu of the number of shares then sought to be acquired by it, the number of Common Shares stock or other securities or property of the Corporation Company or of the body corporate, trust, partnership or other entity successor corporation resulting from such mergermerger or consolidation or sale, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the a Holder of Common Stock deliverable upon conversion would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale consolidation or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price;sale. (em) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the The adjustments provided for in this Section 7.1 8.3 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent cumulative and shall apply to successive divisions, subdivisions, redivisions, reductions, combinations, consolidations, distributionsissues, issues distributions or other events contemplated herein resulting in any adjustment under the provisions of this Section 7.1Section, provided that, notwithstanding any other provision of this Section, no adjustment of the Initial Conversion Price shall be required unless such adjustment would require an increase or decrease of at least one (1) percent in the Initial Conversion Price then in effect; provided, however, that any adjustments which by reason of this subsection (l) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (gn) ifUpon each adjustment of the Initial Conversion Price, the Company shall give prompt written notice thereof addressed to the registered Holders at the address of such Holders as shown on the records of the Company, which notice shall state the Initial Conversion Price resulting from such adjustment and the increase or decrease, if any, in the opinion number of shares issuable upon the conversion of such Holder's Debentures, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (o) In the event of any question arising with respect to the adjustments provided for in this Section 8.3, such question shall be conclusively determined by a firm of independent certified public accountants appointed by the Company (who may be the auditors of the Directors, Company) and acceptable to the provisions holders of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights at least 50% of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit principal amount of the Holder as Debentures outstanding; such accountants shall have access to all necessary records of the Directors deem appropriateCompany and such determination shall be binding upon the Company, and the Debenture Holders.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows:set forth below. (a) if 6.5.1 If and whenever at any time during prior to the Adjustment Period, Time of Expiry the Corporation shall: shall (i) subdivide, subdivide or redivide or change its the outstanding Common Shares into a greater number of such shares; or , (ii) reduce, combine or consolidate its the outstanding Common Shares into a smaller number of such shares; , or (iii) issue Common Shares or securities convertible into Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares), the Conversion Price in effect on the effective date of such subdivision, redivision, change, reduction, combination or consolidationconsolidation or on the record date for such issue of Common Shares by way of a dividend or distribution, as the case may be, shall in the case of any of the events referred to in (i) above, and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision redivision, dividend or changedistribution, or shall, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such dateconsolidation. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) 6.5.1 shall occur;. Any such issue of Common Shares by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares under Sections 6.5.2 and 6.5.3 of this Section 6.5. Upon any adjustment to the Conversion Price as set out in this Section 6.5.1, the number of Common Shares to be issued upon conversion shall, in the case of any of the events referred to in (i) or (iii) above, be increased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision, dividend or distribution, or shall, in the case of any of the events referred to in (ii) above, be decreased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. (b) if 6.5.2 If and whenever at any time during prior to the Adjustment Period, Time of Expiry the Corporation shall fix a record date for the issuance of rightsoptions, options rights or warrants to all or substantially all the holders of its outstanding Common Shares (other than for the issue of Common Shares to holders of Common Shares who have elected to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares) entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Twenty Day Weighted Average Trading Current Market Price of a Common Share on such record datedate (other than pursuant to the distribution reinvestment plan of the Corporation), the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied plus a number of Common Shares equal to the quotient obtained by dividing the Twenty Day Weighted Average Trading aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Current Market Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrantsper Common Share, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any plus the total number of additional Common Shares owned by offered for subscription or held for purchase (or into which the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such convertible securities so offered are convertible). Such adjustment shall be made successively whenever such a record date is fixed; (iii) to . To the extent that any such rightsoptions, options rights or warrants are not so issued or any such options, rights or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon if only the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rightsoptions, options rights or warrantswarrants were included in such fraction, as the case may be;. (c) if 6.5.3 If and whenever at any time during prior to the Adjustment Period Time of Expiry the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether class other than Common Shares and other than shares distributed to holders of Common Shares who have elected to receive dividends or distributions in the Corporation form of such shares in lieu of dividends or any other corporation (including stock dividends)distributions paid in the ordinary course, (ii) rights, options or warrants (excluding those referred rights, options or warrants entitling the holders thereof for a period of not more than 45 days to in Section 7.1(bsubscribe for or purchase Common Shares or securities convertible into Common Shares)); , (iii) evidences of its indebtedness indebtedness, or (iv) assets (including cashexcluding dividends or distributions paid in the ordinary course) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Current Market Price per Common Share on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 with the approval of the Debenture Agent, which determination shall be conclusive) of such shares, shares or rights, options, warrants, options or warrants or evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Current Market Price provided that: (i) per Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such Share. Such adjustment shall be made successively whenever such a record date is fixed; (iii) to . To the extent that such distribution is not so made, the Conversion Price shall be readjusted re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be;. In clause (iv) of this Section 6.5.3 the term “dividends or distributions paid in the ordinary course” shall include the value of any securities or other property or assets distributed in lieu of cash dividends or distributions paid in the ordinary course at the option of shareholders. (d) if 6.5.4 If and whenever at any time during prior to the Adjustment PeriodTime of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a) 6.5.1 or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership person or other entity, ; or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership person or other entityentity or a liquidation, dissolution or winding-up of the Holder shallCorporation, any holder of a Debenture who has not exercised its right of conversion prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up, upon the exercise of the Conversion Rightsuch right thereafter, shall be entitled to receive and shall accept, in lieu of the number of shares Common Shares then sought to be acquired by it, the number of Common Shares shares or other securities or property of the Corporation or of the body corporate, trust, partnership person or other entity resulting from such mergerreclassification, capital reorganization, consolidation, amalgamation, arrangement or consolidationmerger, or to which such sale or conveyance may be mademade or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-up, as the case may be, that the Holder such holder of a Debenture would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyanceconveyance or liquidation, dissolution or winding-up, if, on the record date or the effective date thereof, as the case may be, the Holder holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made conversion right. If determined appropriate by the Directors to give effect to or to evidence the Conversion Price; (e) in any case in which provisions of this Section 7.1(b) 6.5.4, the Corporation, its successor, or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options purchasing person or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c)other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in such kind this Indenture with respect to the rights and number interests thereafter of the holder of Debentures to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as it would have received if it had been nearly as may reasonably be, with respect to any shares or other securities or property to which a holder of Debentures is entitled on the exercise of its conversion rights thereafter. Any indenture entered into between the Corporation and the Debenture Agent pursuant to the provisions of this Section 6.5.4 shall be a supplemental indenture entered into pursuant to the provisions of Article 15. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing person or other entity and the Debenture Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 6.5.4 and which shall apply to successive reclassifications, capital reorganizations, consolidations, amalgamations, mergers, sales or conveyances and to any successive liquidation, dissolution or winding up or other similar transaction. 6.5.5 In any case in which this Section 6.5 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Debenture converted after such record date and before the occurrence of such event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the applicable Date of Conversion or such later date as such holder would, but for the provisions of this Section 6.5.5, have become the holder of record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into such additional Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be;pursuant to Section 6.4.2. (f) the 6.5.6 The adjustments provided for in this Section 7.1 6.5 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section, provided that, notwithstanding any other provision of this Section, no adjustment of the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect; provided however, that any adjustments which by reason of this Section 7.16.5.6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. 6.5.7 For the purpose of calculating the number of Common Shares outstanding, Common Shares owned by or for the benefit of the Corporation shall not be counted. 6.5.8 In the event of any question arising with respect to the adjustments provided in this Section 6.5, such question shall be conclusively determined by a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Debenture Agent (g) ifwho may be the auditors of the Corporation); such accountants shall have access to all necessary records of the Corporation and such determination shall be binding upon the Corporation, the Debenture Agent, and the Debentureholders. 6.5.9 In case the Corporation shall take any action affecting the Common Shares other than action described in this Section 6.5, which in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect materially affect the rights of the Holder in accordance with the intent and purposes hereofDebentureholders, the Directors Conversion Price shall make any adjustment be adjusted in such provisions for the benefit manner and at such time, by action of the Holder Directors, subject to the prior written consent of the TSX-V (or, if the Debentures of any series are not listed thereon, on such other exchange on which the Debentures of any series are then listed), as the Directors deem appropriatein their sole discretion may determine to be equitable in the circumstances. Failure of the Directors to make such an adjustment shall be conclusive evidence that they have determined that it is equitable to make no adjustment in the circumstances. 6.5.10 Subject to the prior written consent of the TSX-V or such other exchange on which the Debentures of any series are then listed, no adjustment in the Conversion Price shall be made in respect of any event described in Section 6.5.1, 6.5.2 or 6.5.3 other than the events described in Section 6.5.1(i) or (ii) if the holders of Debentures are entitled to participate in such event on the same terms mutatis mutandis as if they had converted their Debentures prior to the effective date or record date, as the case may be, of such event. 6.5.11 Except as stated above in this Section 6.5, no adjustment will be made in the Conversion Price for any Debentures as a result of the issuance of Common Shares at less than the Current Market Price for such Common Shares on the date of issuance or the then applicable Conversion Price.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment adjusted from time to time by the Company as follows: (a) if and whenever at any time during In case the Adjustment Period, Company shall hereafter pay a dividend or make a distribution to all holders of the Corporation shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number Stock in shares of such shares; or (ii) reduceCommon Stock, combine or consolidate its outstanding Common Shares into a smaller number of such shares; the Conversion Price in effect at the opening of business on the effective date following the date fixed for the determination of shareholders entitled to receive such subdivision, redivision, change, reduction, combination dividend or consolidation, as the case may be, other distribution shall in the case of the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case reduced by multiplying the such Conversion Price in effect on such effective date by a fraction of which (i) the numerator shall be the total number of shares of Common Shares Stock outstanding immediately prior to at the close of business on the Record Date (as defined in Section 15.6(e)) fixed for such date determination and (ii) the denominator shall be the sum of such number of shares and the total number of Common Shares outstanding shares constituting such dividend or other distribution, such reduction in the Conversion Price to become effective immediately after such datethe opening of business on the day following the Record Date. Such adjustment shall be made successively whenever If any event referred to dividend or distribution of the type described in this Section 7.1(a15.6(a) shall occur; (b) if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options is declared but not so paid or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price on such record datemade, the Conversion Price shall again be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date dividend or distribution had not been fixed or to declared. (b) In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Price which would then be in effect based at the opening of business on the day following the day upon the which such subdivision becomes effective shall be proportionately reduced, and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Shares (Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrantsincrease, as the case may be;, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (c) if and whenever at any time during In case the Adjustment Period the Corporation Company shall fix a record date for the making of a distribution issue rights or warrants to all or substantially all the holders of its outstanding shares of Common Shares Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price (as defined in Section 15.6(e)) on the Record Date fixed for the determination of shareholders entitled to receive such rights or warrants, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect at the opening of business on the date after such Record Date by a fraction of which (i) the numerator shall be the sum of the number of shares of Common Stock outstanding at the close of business on the Record Date plus the number of shares that the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such Current Market Price, and of which (ii) the denominator shall be the sum of the number of shares of Common Stock outstanding at the close of business on the Record Date plus the total number of additional shares of Common Stock so offered for subscription or purchase. Such adjustment shall become effective immediately after the opening of business on the day following the Record Date fixed for determination of shareholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants the Conversion Price shall be readjusted to the Conversion Price that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. In the event that such rights or warrants are not so issued, the Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such date fixed for the determination of shareholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors. (d) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock shares of any class, whether class of capital stock of the Corporation Company (other than any dividends or any other corporation (including stock dividends), (iidistributions to which Section 15.6(a) rights, options applies) or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) other assets (including cashsecurities, but excluding (1) any rights or warrants referred to in Section 15.6(c) and (2) dividends and distributions paid exclusively in cash (except as set forth in Section 15.6(e), (the foregoing hereinafter in this Section 15.6(d) called the "Additional Securities")), unless the Company elects to reserve such Additional Securities for distribution to the Noteholders upon conversion of the CorporationNotes so that any such holder converting Notes will receive upon such conversion, in addition to the shares of Common Stock to which such holder is entitled, the amount and kind of such Additional Securities which such holder would have received if such holder had converted its Notes into Common Stock immediately prior to the Record Date (as defined in Section 15.6(e)) for such distribution of the Additional Securities then, in each such case, the Conversion Price shall be reduced so that the same shall be equal to the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the Record Date with respect to such distribution by a fraction of which (i) the numerator shall be the Current Market Price (determined as provided in Section 15.6(e)) on such date less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) on such date of the portion of the Additional Securities so distributed applicable to one share of Common Stock and (ii) the denominator shall be such Current Market Price, such reduction to become effective immediately prior to the opening of business on the day following the Record Date; provided, however, that in the event the then fair market value (as so determined) of the portion of the Additional Securities so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Noteholder shall have the right to receive upon conversion of a Note (or any portion thereof) the amount of Common Stock such holder would have received had such holder converted such Note (or portion thereof) immediately prior to such Record Date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 15.6(d) by reference to the actual or when issued trading market for any securities comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the "Reference Period") used in computing the Current Market Price pursuant to Section 15.6(e) to the extent possible, unless the Board of Directors in a Board Resolution determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Noteholder. In the event that the Company implements a new shareholder rights plan, such rights plan shall provide that upon conversion of the Notes the holders will receive, in addition to the Common Stock issuable upon such conversion, the rights issued under such rights plan as if the holders had converted the Notes prior to implementing the rights plan and notwithstanding the occurrence of an event causing such rights to separate from the Common Stock at or prior to the time of conversion. Any distribution of rights or warrants pursuant to a shareholder rights plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants for the purposes of this Section 15.6(d). Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("Trigger Event"): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 15.6(d) (and no adjustment to the Conversion Price under this Section 15.6(d) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different securities, evidences of indebtedness or other assets or entitles the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance and record date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Conversion Price under this Section 15.6(d), (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants all of which shall have expired or been terminated without exercise, the Conversion Price shall be readjusted as if such rights and warrants had never been issued. For purposes of this Section 15.6(d) and Sections 15.6(a) and (c), any dividend or distribution to which this Section 15.6(d) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock to which Section 15.6(a) or 15.6(c) applies (or both), shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, assets, shares of capital stock, rights or warrants other than such shares of Common Stock or rights or warrants to which Section 15.6(c) applies (and any Conversion Price reduction required by this Section 15.6(d) with respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights or warrants (and any further Conversion Price reduction required by Sections 15.6(a) and (c) with respect to such dividend or distribution shall then be made, except (A) the Record Date of such dividend or distribution shall be substituted as "the date fixed for the determination of shareholders entitled to receive such dividend or other distribution", "Record Date fixed for such determination" and "Record Date" within the meaning of Section 15.6(a) and as "the date fixed for the determination of shareholders entitled to receive such rights or warrants", "the Record Date fixed for the determination of the shareholders entitled to receive such rights or warrants" and "such Record Date" within the meaning of Section 15.6(c) and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed "outstanding at the close of business on the date fixed for such determination" within the meaning of Section 15.6(a). In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (excluding any cash that is distributed upon a merger or consolidation to which Section 15.7 applies or as part of a distribution referred to in Section 15.6), then immediately after such record date the close of business on the Record Date for the distribution, the Conversion Price shall be reduced so that it the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on such record date Record Date by a fraction, fraction (i) the numerator of which the numerator shall be equal to the total Current Market Price on the Record Date less an amount equal to the quotient of (x) such combined amount and (y) the number of shares of Common Shares Stock outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Record Date and (ii) the denominator of which shall be equal to the Current Market Price on such record date; provided, less however, that in the fair market value event the portion of the cash so distributed applicable to one (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number 1) share of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Stock is equal to or greater than the Current Market Price provided that: (i) Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for Common Stock on the purpose Record Date, in lieu of any such computation; (ii) such adjustment the foregoing adjustment, adequate provision shall be made successively whenever so that each holder shall have the right to receive upon conversion of a Note (or any portion thereof) the amount of cash such a record date is fixed; holder would have received had such holder converted such Note (iiior portion thereof) immediately prior to such Record Date. In the extent event that such dividend or distribution is not so paid or made, the Conversion Price shall again be readjusted adjusted to be the Conversion Price which that would then be in effect if such record date dividend or distribution had not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (d) if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of the number of shares then sought to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price;declared. (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions For purposes of this Section 7.1. (g) if, in the opinion of the Directors15.6, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect following terms shall have the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriate.meaning indicated:

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows:set forth below. (a) if If and whenever at any time during prior to the Adjustment Period, Time of Expiry the Corporation shall: shall (i) subdivide, redivide subdivide or change its re-divide the outstanding Common Shares into a greater number of such shares; or , (ii) reduce, combine or consolidate its the outstanding Common Shares into a smaller number of such shares; , or (iii) issue Common Shares (or securities convertible into or exchangeable for Common Shares) to the holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution (other than the issue of Common Shares (or securities convertible into or exchangeable for Common Shares) to holders of Common Shares who have elected to receive dividends or distributions in the form of securities of the Corporation in lieu of cash dividends or cash distributions paid in the ordinary course on the securities of the Corporation), the Conversion Price in effect on the effective date of such subdivision, redivision, changere-division, reduction, combination or consolidationconsolidation or on the record date for such issue of Common Shares by way of a dividend or distribution, as the case may be, shall in the case of any of the events referred to in (i), (ii) and (iii) above, shall be decreased in proportion to adjusted immediately so that it shall equal the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case price determined by multiplying the Conversion Price in effect on such the date immediately preceding the effective date of such event by a fraction fraction, the numerator of which the numerator shall be the total number of Common Shares outstanding immediately prior to on such date before giving effect to any event referred to in any of (i), (ii) or (iii) above and the denominator of which shall be the total number of Common Shares outstanding immediately after giving effect to such dateevent. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a5.5(a) shall occur;. Any such issue of Common Shares by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (b) and (c) of this Section 5.5. (b) if If and whenever at any time during prior to the Adjustment Period, Time of Expiry the Corporation shall fix a record date for the issuance of rightsoptions, options rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable into for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Twenty Day Weighted Average Trading Current Market Price of a Common Share on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied plus a number of Common Shares equal to the quotient obtained by dividing the Twenty Day Weighted Average Trading aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Current Market Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrantsper Common Share, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any plus the total number of additional Common Shares owned by offered for subscription or held for purchase (or into which the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such convertible securities so offered are convertible). Such adjustment shall be made successively whenever such a record date is fixed; (iii) to . To the extent that any such rightsoptions, options rights or warrants are not so issued or any such options, rights or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon if only the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rightsoptions, options rights or warrantswarrants were included in such fraction, as the case may be;maybe. (c) if If and whenever at any time during prior to the Adjustment Period Time of Expiry the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether class other than Common Shares and other than shares distributed to holders of Common Shares who have elected to receive dividends or distributions in the Corporation form of such shares in lieu of dividends or any other corporation (including stock dividends)distributions paid in the ordinary course, (ii) rights, options or warrants (excluding those referred rights, options or warrants entitling the holders thereof for a period of not more than 45 days to in Section 7.1(bsubscribe for or purchase Common Shares or securities convertible into or exchangeable for Common Shares)); , (iii) evidences of its indebtedness indebtedness, or (iv) assets (including cashexcluding dividends or distributions paid in the ordinary course) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Current Market Price per Common Share on such record date, less the fair market value (as determined by the Directorsdirectors of the Corporation, but subject to Section 7.4 the prior written consent of any stock exchange or over the counter market on which the Common Shares may be listed or if not listed with the approval of the Debenture Trustee, which determination shall be conclusive) of such shares, shares or rights, options, warrants, options or warrants or evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Current Market Price provided that: (i) per Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such Share. Such adjustment shall be made successively whenever such a record date is fixed; (iii) to . To the extent that such distribution is not so made, the Conversion Price shall be readjusted re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon if only such shares or rights, options or warrants or evidences of indebtedness or assets actually distributeddistributed were included in such fraction, as the case may be;. In clause (iv) of this subsection (c), the term “dividends or distributions paid in the ordinary course” shall include the value of any securities or other property or assets distributed in lieu of cash dividends or distributions paid in the ordinary course at the option of shareholders. (d) if If and whenever at any time during prior to the Adjustment PeriodTime of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a5.5(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, Person or a sale sale, conveyance or conveyance lease of the property properties and assets of the Corporation as an entirety or substantially as an entirety to any other body corporatePerson or a liquidation, trust, partnership dissolution or winding-up or other entitysimilar transaction of the Corporation, any holder of a Debenture who has not exercised its right of conversion prior to the Holder shalleffective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale, conveyance or lease or liquidation, dissolution or winding-up or other similar transaction, upon the exercise of the Conversion Rightsuch right thereafter, shall be entitled to receive and shall accept, in lieu of the number of shares Common Shares then sought to be acquired by it, the number of Common Shares common shares, shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity Person resulting from such reclassification, capital reorganization, merger, amalgamation, arrangement or consolidation, or to which such sale sale, conveyance or conveyance lease may be mademade or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-up or other similar transaction, as the case may be, that the Holder such holder of a Debenture would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale sale, conveyance or conveyancelease or liquidation, dissolution or winding-up or other similar transaction, if, on the record date or the effective date thereof, as the case may be, the Holder holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made conversion right. If determined appropriate by the directors of Corporation, to give effect to or to evidence the Conversion Price; (e) in any case in which provisions of this Section 7.1(b) 5.5(d), the Corporation, its successor, or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c)purchasing Person, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale, conveyance or lease or liquidation, dissolution or winding-up or other similar transaction, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in such kind this Indenture with respect to the rights and number interests thereafter of the holder of Debentures to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as it would have received if it had been nearly as may reasonably be, with respect to any common shares, shares or other securities or property to which a holder of Debentures is entitled on the exercise of its conversion rights thereafter. Any indenture entered into between the Corporation and the Debenture Trustee pursuant to the provisions of this Section 5.5(d), shall be a supplemental indenture entered into pursuant to the provisions of Article 14. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing Person or other entity and the Debenture Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 5.5(d), and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, arrangements, mergers, sales, conveyances, leases, liquidations, dissolutions, winding-ups or other similar transactions. (e) In any case in which this Section 5.5 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Debenture converted after such record date and before the occurrence of such event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the applicable Date of Conversion or such later date as such holder would, but for the provisions of this Section 5.5(e), have become the holder of record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into such additional Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be;pursuant to Section 5.4(b). (f) the The adjustments provided for in this Section 7.1 5.5 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent cumulative and shall apply to successive subdivisions, redivisionsre-divisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.15.5, provided that, notwithstanding any other provision of this Section 5.5, no adjustment of the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect; provided however, that any adjustments which by reason of this Section 5.5(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (g) ifIn the event of any question arising with respect to the adjustments provided in this Section 5.5, such question shall be conclusively determined by a firm of accountants appointed by the Corporation and acceptable to the Debenture Trustee (who may be the Corporation’s Auditors); such firm shall have access to all necessary records of the Corporation and such determination shall be binding upon the Corporation, the Debenture Trustee, and the Debentureholders. (h) In case the Corporation shall take any action affecting the Common Shares other than action described in this Section 5.5, which in the opinion of the Directorsdirectors of the Corporation, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect materially affect the rights of the Holder in accordance with the intent and purposes hereofDebentureholders, the Directors Conversion Price shall be adjusted in such manner and at such time, by action of the directors of the Corporation as the directors of the Corporation, in their sole discretion may determine to be equitable in the circumstances. Failure of such directors to make any such an adjustment shall be conclusive evidence that they have determined that it is equitable to make no adjustment in such provisions for the benefit circumstances. For greater certainty, no adjustment shall be made to the Conversion Price as a result of the Holder issuance of Common Shares issued (i) upon the conversion of Debentures, (ii) upon the exercise of outstanding stock options granted pursuant to the stock option plan of the Corporation, (iii) pursuant to the proposed acquisition of IR Gurus or Evolved Games by the Corporation and (iv) upon the issuance of additional securities of the Corporation in a subsequent financing. (i) No adjustment in the Conversion Price shall be made in respect of any event described in Sections 5.5(a), 5.5(b) or 5.5(c) other than the events described in Sections 5.5(a)(i) or 5.5(a)(ii) if the holders of the Debentures are entitled to participate in such event on the same terms mutatis mutandis as if they had converted their Debentures prior to the effective date or record date, as the Directors deem appropriatecase may be, of such event. (j) Except as stated above in this Section 5.5, no adjustment will be made in the Conversion Price for any Debentures as a result of the issuance of Common Shares at less than the Current Market Price for such Common Shares on the date of issuance or the then applicable Conversion Price.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time only as follows: (a1) if and whenever at If shares of Common Stock are issued as a dividend or other distribution on any time during class of stock of the Adjustment PeriodCompany, the Corporation shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number of such shares; or (ii) reduce, combine or consolidate its outstanding Common Shares into a smaller number of such shares; the Conversion Price which would otherwise be in effect at the opening of business on the effective day following the date fixed for determination of stockholders entitled to receive such subdivision, redivision, change, reduction, combination dividend or consolidation, as the case may be, other distribution shall in the case of the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case reduced by multiplying the such Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of shares of Common Shares Stock outstanding immediately prior to at the close of business on the date fixed for such date determination and the denominator shall be the sum of such number of shares and the total number of Common Shares outstanding shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such datedetermination. Such adjustment shall be made successively whenever any event referred to in For the purpose of this Section 7.1(a) shall occur; paragraph (b) if and whenever 1), the number of shares at any time during outstanding shall include shares held by the Adjustment PeriodCompany if such dividend or distribution is paid or made in respect thereof. (2) If the Common Stock is subdivided into a greater or combined into a lesser number of shares of Common Stock, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Conversion Price in effect on such immediately prior thereto, or immediately prior to the record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on for such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options subdivision or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such combination if a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be proportionately adjusted immediately after such record date so that it shall equal will bear the price determined by multiplying same relation to the Conversion Price in effect on immediately prior to such subdivision or combination, or such record date by a fractiondate, of which the numerator shall be as the total number of shares of Common Shares Stock outstanding on immediately prior to such subdivision or combination, or such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject shall bear to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of shares of Common Shares Stock outstanding on immediately after such subdivision or combination or such record date multiplied by such Twenty Day Weighted Average Trading Price provided that: date. For purposes of this paragraph (i) Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that such distribution is not so made2), the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such number of shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (d) if and whenever at any time during outstanding shall include shares held by the Adjustment PeriodCompany if such subdivision or combination affects such shares. (3) In case of any capital reorganization of the Company, there is a or of any reclassification of the Common Shares Stock, or a capital reorganization in case of the Corporation other than as described in Section 7.1(a) consolidation of the Company with, or a consolidation, amalgamation, arrangement or the merger of the Corporation with or into Company into, any other body corporate, trust, partnership corporation or other entity, or a sale or conveyance of the property sale of all or substantially all of the Company's properties and assets of the Corporation as an entirety or substantially as an entirety to any other body corporatecorporation, trusteach Convertible Note shall after such capital reorganization, partnership reclassification, consolidation, merger, or other entity, sale entitle the Holder shall, upon the exercise of the Conversion Right, be entitled holder to receive and shall accept, in lieu of upon conversion the number of shares then sought to be acquired by it, the number of Common Shares stock or other securities or property of the Corporation Company, or of the body corporate, trust, partnership or other entity corporation resulting from such merger, amalgamation, arrangement consolidation or consolidation, surviving such merger or to which such sale or conveyance may shall be made, as the case may be, that to which the Holder holder of securities deliverable (at the time of such capital reorganization, reclassification, consolidation, merger, or sale) upon conversion of such Convertible Note would have been entitled to receive on upon such reclassification, capital reorganization, reclassification, consolidation, amalgamation, arrangement merger or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it sale; and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any such case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.16(d) with respect to the rights and interests thereafter of the holders of Convertible Notes shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or any property thereafter deliverable on the conversion of the Convertible Notes. Any such adjustment which shall be approved by the Company's Board of Directors shall for all purposes of this paragraph conclusively be deemed to be an appropriate adjustment. The subdivision or combination of shares of Common Stock deliverable upon conversion of the Convertible Notes at any time outstanding into a greater or lesser number of shares of Common Stock (whether with or without par value) shall not be deemed to be a reclassification of the Common Stock for the purposes of this paragraph. (g4) if, in For the opinion purposes of any adjustment of the DirectorsConversion Price pursuant to this Section 6(d), the following provisions shall be applicable: (a) in case of the issuance of Common Stock for a consideration part or all of which shall be cash (including such issuance upon exercise of rights, warrants or options, granted without consideration, to subscribe for or purchase such shares), the amount of the cash consideration shall be the amount of such cash received by the Company, provided that no deduction shall be made for any commissions, discounts or expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; and (b) in case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the lower of the fair value thereof as determined by the Board of Directors of the Company or the value of the shares issued based on the Current Market Value of the Common Stock (determined as provided in Section 6(d)(F)). (5) For the purpose of this Section 7.1 are not strictly applicable6(d)(A), shares of Common Stock or if strictly applicable would not fairly protect other securities held in the rights treasury of the Holder Company shall not be deemed to be outstanding, except as specifically provided herein, and the sale or other disposition of any shares of Common Stock or other securities held in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit treasury of the Holder as the Directors deem appropriateCompany shall be deemed an issuance thereof.

Adjustment of Conversion Price. The conversion price or rate (herein called the "Conversion Price Price") for the Securities of any Series shall be as set forth in effect at any date the Authorizing Resolution and/or supplemental indenture (if any) pursuant to which the form and terms of the Securities of such Series were established, and, except as otherwise pro- vided therein, shall be subject to adjustment from time to time as follows: (a) if and whenever at any time during In case the Adjustment PeriodCompany shall (1) pay a dividend or make a distribution in shares of Common Stock on the Common Stock, the Corporation shall: (i2) subdivide, redivide or change subdivide its outstanding outstand- ing shares of Common Shares Stock into a greater number of such shares; or , (ii3) reduce, combine or consolidate its outstanding shares of Common Shares Stock into a smaller number of such shares; shares or (4) issue by reclassification of its Common Stock any shares of Capital Stock of the Company, the Conversion Price in effect on immediately prior to such action shall be adjusted so that the Holder of any Security thereaf- ter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other Capital Stock of the Company which such Holder would have owned immediately following such action had such Secu- rity been converted immediately prior thereto. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as pro- vided in subsection (e) below, after the record date of such subdivision, redivision, change, reduction, combination or consolidation, as the case may be, shall in the case of a div- idend or distribution and shall become effective immediately after the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, ef- fective date in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reductiona subdivision, combination or consolidation reclassifica- tion. If, as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock and other Capital Stock) of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in each case by multiplying a statement filed with the Trustee) shall deter- mine the allocation of the adjusted Conversion Price in effect on between or among shares of such effective date by a fraction classes of which the numerator shall be the total number Capital Stock or shares of Common Shares outstanding immediately prior to such date Stock and the denominator shall be the total number of Common Shares outstanding immediately after such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur;other Capital Stock. (b) if and whenever at any time during In case the Adjustment Period, the Corporation Company shall fix a record date for the issuance of rights, options issue rights or warrants to all or substantially all the holders of its outstanding Common Shares Stock entitling them, them (for a period expiring not more than exceeding 45 days after from the date of such record date, issuance) to subscribe for or purchase shares of Common Shares (or securities convertible or exchangeable into Common Shares) Stock at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price current market price per share (as de- termined pursuant to subsection (d) below) of the Common Stock on such record datethe rec- ord date mentioned below, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Conversion Price in effect on such record date by to a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be;price, (c) if and whenever at any time during In case the Adjustment Period the Corporation Company shall fix a record date for the making of a distribution distribute to all or substantially all the holders of its outstanding Common Shares Stock, evidences of indebtedness, equity securities (iincluding eq- uity interests in the Company's Subsidiaries) shares other than Common Stock, or other assets (other than cash dividends paid out of any class, whether surplus of the Corporation or any other corporation (including stock dividendsCompa- ny), (ii) rights, options or shall distribute to substantially all holders of Common Stock rights or warrants to subscribe for securities (excluding other than those referred to in Section 7.1(b)); subsection (iiib) evidences of its indebtedness or (ivabove) assets (including cash) of the Corporation, then, then in each such case, case the Conversion Price shall be adjusted immediately after such record date so that it the same shall equal the price determined by multiplying the Conversion Price in effect on immediately prior to the date of such record date distribution by a fraction, fraction of which the numerator shall be the total number current market price per share (determined as provided in subsection (d) below) of the Common Shares outstanding Stock on such the record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, mentioned below less the then fair market value (as determined by the DirectorsBoard of Directors (whose de- termination shall, subject to Section 7.4 if made in good faith, be conclusive evidence of such shares, rights, options, warrants, evidences fair market value) of indebtedness or the portion of the assets so distributeddistributed or of such subscription rights or warrants applicable to one share of Common Stock, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that: (i) Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that such distribution is not so made, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (d) if and whenever at any time during the Adjustment Period, there is a reclassification current market price per share of the Common Shares or a capital reorganization Stock. Such adjustment shall become effective immediately, except as provided in subsection (e) below, after the record date for the determination of the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be stockholders entitled to receive and shall accept, in lieu of the number of shares then sought to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1distribution. (g) if, in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriate.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment adjusted from time to time by the Company as follows: (a) if and whenever at any time during In case the Adjustment Period, the Corporation shall: Company shall (i) subdividepay a dividend on its Common Stock in shares of Common Stock, redivide or change (ii) make a distribution on its Common Stock in shares of Common Stock, (iii) subdivide its outstanding Common Shares Stock into a greater number of such shares; or , or (iiiv) reduce, combine or consolidate its outstanding Common Shares Stock into a smaller number of such shares; , the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock which it would have owned had such Security been converted immediately prior to the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective on the effective date opening of such subdivision, redivision, change, reduction, combination or consolidation, as business after the case may be, shall in the case of the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shallrecord date, in the case of a dividend or distribution, and shall become effective on the events referred to opening of business after the effective date, in (ii) above, be increased in proportion to the number case of outstanding Common Shares resulting from such reduction, combination subdivision or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur;combination. (b) if and whenever at any time during In case the Adjustment Period, the Corporation Company shall fix a record date for the issuance of issue rights, options or warrants (other than pursuant to a stockholder rights plan) to all or substantially all the holders of its outstanding Common Shares Stock entitling them, for a period expiring not more than 45 days after such record date, them to subscribe for or purchase shares of Common Shares Stock (or securities convertible into or exercisable or exchangeable into for Common SharesStock) at a price per share (or having a conversion conversion, exercise or exchange price per share) less than the Twenty Day Weighted Average Trading Current Market Price per share of Common Stock on the record date with respect to such issuance, (or if no such record datedate is fixed, the Business Day immediately prior to the date of announcement of such issuance) (treating the conversion, exercise or exchange price per share of such securities convertible into or exercisable or exchangeable for Common Stock as equal to (x) the sum of (i) the price for a unit of such security convertible into or exercisable or exchangeable for Common Stock and (ii) any additional consideration initially payable upon the conversion of such security into or exercise or exchange of such security for Common Stock divided by (y) the number of shares of Common Stock initially underlying such security), the Conversion Price in effect shall be adjusted immediately after such record date so that it the Conversion Price shall equal the amount price determined by multiplying the Conversion Price in effect at the opening of business on the date after such record date (or if no such record date is fixed, the applicable Business Day) by a fraction, : (1) the numerator of which the numerator shall be the number of shares of Common Stock outstanding on the close of business on the record date (or, if no such record date is fixed, the date of announcement of such issuance), plus the number of shares which the aggregate subscription or purchase price for the total number of shares of Common Shares Stock underlying the rights options, or warrants so issued (or the aggregate conversion, exercise or exchange price of such securities so offered) would purchase at such Current Market Price of the Common Stock; and (2) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the record date with respect to such issuance (or, if no such record date multiplied by is fixed, the Twenty Day Weighted Average Trading Price on such record date, less date immediately prior to the fair market value (as determined by the Directors, subject to Section 7.4) date of announcement of such issuance), plus the total number of additional shares of Common Stock underlying the rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such warrants so issued. Such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to issued, and shall become effective on the expiration thereof, day following the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise announcement of such rights, options or warrants, as the case may be;issuance. (ci) if and whenever at any time during In case the Adjustment Period the Corporation Company shall fix a record date for the making of a distribution distribute to all or substantially all the holders of its outstanding Common Shares of (i) Stock any shares of any class, whether Capital Stock of the Corporation Company (other than Common Stock), evidences of indebtedness or any other corporation non-cash assets (including stock dividendssecurities of any person other than the Company but excluding (1) the portion of any dividends or distributions paid in cash, (2) dividends or distributions referred to in subsection (a) of this Section 13.06 or (3) distributions made in connection with the liquidation, dissolution or winding up of the Company), (ii) or shall distribute to all or substantially all holders of its Common Stock rights, options or warrants to subscribe for or purchase any of its securities (excluding those rights, options and warrants referred to in Section 7.1(b)); subsection (iii) evidences of its indebtedness or (iv) assets (including cashb) of this Section 13.06 and also excluding the Corporationdistribution of rights to all holders of Common Stock pursuant to a Rights Plan or the detachment of such rights to the extent set forth in the second following paragraph), then, in each such case, the Conversion Price shall be adjusted immediately after to equal the price determined by multiplying the current Conversion Price by a fraction of which: (1) the numerator of which shall be the Current Market Price per share of the Common Stock on such record date, less the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officer’s Certificate delivered to the Trustee and the Conversion Agent) of the portion of the distributed assets (other than cash) so distributed applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the record date); and (2) the denominator of which shall be such Current Market Price on such record date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (ii) In the event that the Company has in effect a preferred shares rights plan (“Rights Plan”), upon conversion of the Securities into Common Stock, to the extent that the Rights Plan is still in effect upon such conversion, the Holders will receive, in addition to the Common Stock, the rights described therein (whether or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations set forth in the Rights Plan. If the Rights Plan provides that upon separation of rights under such plan from the Company’s Common Stock that the Holders would not be entitled to receive any such rights in respect of the Common Stock issuable upon conversion of the Securities, the Conversion Price will be adjusted as provided in this Section 13.06(c) (with such separation deemed to be the distribution of such rights), subject to readjustment in the event of the expiration, termination or redemption of the rights. Any distribution of rights or warrants pursuant to a Rights Plan that would allow a Holder to receive upon conversion, in addition to the Common Stock, the rights described therein (whether or not the rights have separated from the Common Stock at the time of conversion), shall not constitute a distribution of rights, options or warrants pursuant to this Article XIII. (iii) Rights, options or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (A) are deemed to be transferred with such shares of Common Stock; (B) are not exercisable; and (C) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 13.06 (and no adjustment to the Conversion Price under this Section 13.06 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Price shall be made under this clause (c) of Section 13.06. If any such right or warrant, including any such existing rights, options or warrants distributed prior to the Original Issue Date, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights, options or warrants with such rights (and a termination or expiration of the existing rights, options or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Price under this Section 13.06 was made, in the case of any such rights, options or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase. (d) In case the Company or any of its Subsidiaries shall purchase any shares of the Company’s Common Stock by means of a tender offer, then, effective immediately prior to the opening of business on the day after the last date (the “Expiration Date”) tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the “Expiration Time”), the Conversion Price shall be adjusted so that it the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on such record date the Expiration Date by a fraction, fraction of which which: (1) the numerator shall be the total product of the number of shares of Common Shares Stock outstanding on such record date (including Purchased Shares, but excluding any shares held in the treasury of the Company) immediately prior to the Expiration Time multiplied by the Twenty Day Weighted Average Trading Current Market Price per share of the Common Stock (as determined in accordance with clause (e) of Section 13.06); and (2) the denominator shall be the sum of (x) the aggregate consideration (determined as set forth below) payable to stockholders of the Company based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such record datemaximum, being referred to as the “Purchased Shares”) and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares and excluding any shares held in the treasury of the Company) immediately prior to the Expiration Time and the Current Market Price per share of Common Stock (as determined in accordance with clause (f) of Section 13.06). For purposes of this clause (d) of Section 13.06, the aggregate consideration in any such tender offer shall equal the sum of the aggregate amount of cash consideration and the aggregate fair market value (as determined by the Board of Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers’ Certificate delivered to the total number Trustee and the Conversion Agent) of Common Shares outstanding on any other consideration payable in such record date multiplied tender offer. In the event that the Company is obligated to purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any or all such Twenty Day Weighted Average Trading Price provided that: (i) Common Shares owned by or held for the account of the Corporation purchases or any subsidiary shall be deemed not to be outstanding for the purpose of any or all such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that such distribution is not so madepurchases are rescinded, the Conversion Price shall again be readjusted adjusted to be the Conversion Price which would then be in effect if such record date had not have been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (d) if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of the number of shares then sought actually purchased. If the application of this clause (d) of Section 13.06 to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder any tender offer would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) result in any case an increase in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made iffor such tender offer under this Section 13.06(d). For purposes of this clause (d) of Section 13.06, subject the term “tender offer” shall mean and include both tender offers and exchange offers, all references to “purchases” of shares in tender offers (and all similar references) shall mean and include both the prior approval purchase of applicable stock exchanges shares in tender offers and the Holder receives acquisition of shares pursuant to exchange offers, and all references to “tendered shares” (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers. (e) For the rightspurpose of any computation under clauses (b) and (c) of Section 13.06, options or warrants referred to in Section 7.1(bthe current market price (the “Current Market Price”) or the per share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares Stock on any date shall be deemed to be the average of the daily Closing Prices for the ten (10) consecutive Trading Days commencing 11 Trading Days before the record date with respect to distributions, issuances or other events requiring such computation under Section 13.06. For purposes of any computation under subsection (d) of this Section 13.06, the Current Market Price per share of Common Stock shall be deemed to be the arithmetic average of the daily Closing Prices for the ten (10) consecutive Trading Days commencing on the applicable record date or effective date, as Trading Day next succeeding the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be;Expiration Date. (f) For the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions purpose of this Section 7.1. 13.06, “record date” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (gor other applicable security) ifis exchanged for or converted into any combination of cash, in the opinion of the Directorssecurities or other property, the provisions date fixed for determination of this Section 7.1 are not strictly applicablestockholders entitled to receive such cash, securities or if strictly applicable would not fairly protect other property (whether such date is fixed by the rights Board of the Holder in accordance with the intent and purposes hereofDirectors or by statute, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriatecontract or otherwise).

Adjustment of Conversion Price. 5.1.1 The Conversion Price in effect at any date shall will be subject to adjustment from time to time in the events and in the manner provided as follows. 5.1.2 If and whenever at any time after the date hereof and prior to the Maturity Date, the Company: (a) if and whenever at any time during the Adjustment Periodsubdivides, the Corporation shall: (i) subdivide, redivide redivides or change changes its outstanding Common Shares into a greater number of such shares; orCommon Shares; (iib) reducereduces, combine combines or consolidate consolidates its outstanding Common Shares into a smaller number of Common Shares; (c) issues Common Shares or securities convertible into or exercisable or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares as a stock dividend or otherwise; or (d) makes a distribution on its outstanding Common Shares to the holders of all or substantially all of the outstanding Common Shares payable in Common Shares or securities convertible into or exercisable or exchangeable for Common Shares; (any of such shares; events in subsections (a), (b), (c) and (d), and being called a “Common Share Reorganization”) then the Conversion Price then in effect will be adjusted effective on the effective date of such subdivisiona Common Share Reorganization, redivision, change, reduction, combination or consolidation, as so that the case may be, Conversion Price shall in equal the case of the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case price determined by multiplying the Conversion Price in effect on immediately prior to such effective date by a fraction fraction, the numerator of which the numerator shall will be the total number of Common Shares outstanding immediately prior on such effective date before giving effect to such date Common Share Reorganization and the denominator shall of which will be the total number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where securities exercisable or exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exercisable or exchanged for or converted into Common Shares on such effective date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur;). (b) if 5.1.3 If and whenever at any time during after the Adjustment Perioddate hereof and prior to the Maturity Date, the Corporation shall fix Company fixes a record date for the issuance issue of rights, options or warrants to the holders of all or substantially all of the holders of its outstanding Common Shares entitling them, under which such holders are entitled to subscribe for or purchase during a period expiring not more than 45 days after the record date for such record date, to subscribe issue (the “Rights Period”) Common Shares or securities exchangeable for or purchase convertible into Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share in United States Dollars to the holder (or having a conversion or at an exchange price or conversion price per shareshare in the case of securities exchangeable for or convertible into Common Shares) which is less than 95% of the Twenty Day Weighted Average Trading Current Market Price for the Common Shares on such record datedate (any of such events being called a “Rights Offering”), then the Conversion Price shall will be adjusted effective immediately after such record date the end of the Rights Period so that it shall equal the amount price determined by multiplying the Conversion Price in effect on such record date immediately prior to the end of the Rights Period by a fraction, : (a) the numerator of which will be the numerator shall be aggregate of: (i) the total number of Common Shares outstanding on such as of the record date multiplied by for the Twenty Day Weighted Average Trading Price on such record dateRights Offering, less the fair market value and (as ii) a number determined by dividing (A) either (x) the Directorsproduct of the number of Common Shares issued or subscribed for upon the exercise of the rights, subject to Section 7.4warrants or options under the Rights Offering and the price in United States Dollars at which such Common Shares are offered for such issue or subscription, or, as the case may be, (y) the product of the exchange price or conversion price of such rightssecurities exchangeable for or convertible into Common Shares and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering could have been exchanged or converted during the Rights Period, options or warrantsby (B) the Current Market Price of the Common Shares as of the record date for the Rights Offering, and and (b) the denominator of which the denominator shall will be the total number of Common Shares outstanding on such after giving effect to the Rights Offering, including the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering. Any Holder who has exercised the right to convert to Common Shares in accordance with ARTICLE 4 during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period for the Rights Offering will, in addition to the Common Shares to which that Holder would otherwise be entitled upon such conversion, be entitled to that number of additional Common Shares equal to the result obtained when (x) the difference, if any, between the Conversion Price in effect immediately prior to the end of the Rights Period for such Rights Offering and the Conversion Price as adjusted for such Rights Offering pursuant to this subsection is multiplied by such Twenty Day Weighted Average Trading Price provided that (iy) any the number of Common Shares owned by or held for received upon the account conversion of the corporation or Debentures held by such Holder during such period, and the resulting product is divided by (z) the Conversion Price as adjusted for such Rights Offering pursuant to this subsection; provided that the provisions of section 4.3 will be applicable to any subsidiary shall fractional interest in a Common Share to which such Holder might otherwise be entitled under the foregoing provisions of this subsection. Such additional Common Shares will be deemed not to have been issued to the Holder immediately following the end of the Rights Period and a certificate for, or beneficial interest in, such additional Common Shares will be outstanding for delivered to such Holder within 15 Business Days following the purpose end of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the Rights Period. To the extent that any such rights, options or warrants are not so exercised prior to on or before the expiration expiry thereof, the Conversion Price shall will be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon on the number of Common Shares (or the securities convertible into or exchangeable into for Common Shares) actually issued upon delivered on the exercise of such rights, options or warrants, as the case may be;. (c) if 5.1.4 If and whenever at any time during after the Adjustment Period date hereof and prior to the Corporation shall fix Maturity Date, the Company fixes a record date for the making of a issue or the distribution to the Holders of all or substantially all of the holders of its outstanding Common Shares of (i) shares of any class, whether securities of the Corporation or any other corporation (Company, including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) acquire securities of the Company or any of its property or assets and including cash and evidences of its indebtedness indebtedness; or (ivii) assets any property or other assets, including cash and evidences of indebtedness, and if such issuance or distribution does not constitute a Dividend Paid in the Ordinary Course or a cash dividend (including cash) as to which Section 5.1.6 shall apply), Common Share Reorganization, a Rights Offering (any of the Corporationsuch non-excluded events being called a “Special Distribution”), then, in each such case, then the Conversion Price shall will be adjusted effective immediately after the date of such record date issuance or distribution so that it shall equal the price determined by multiplying the Conversion Price in effect on such record issuance or distribution date by a fraction, : (a) the numerator of which will be: (i) the numerator shall be product of the total number of Common Shares outstanding on the date of such record issuance or distribution and the Current Market Price of the Common Shares on the date multiplied by of such issuance or distribution; less (ii) the Twenty Day Weighted Average Trading Price on such record date, less the fair market value Fair Market Value (as determined by the Directors, which determination shall be subject to Section 7.4 the consent of a Recognized Stock Exchange), to the holders of Common Shares of such shares, rights, options, warrants, evidences of indebtedness securities or property or other assets so distributed, and issued or distributed in the Special Distribution; and (b) the denominator of which the denominator shall will be the total product of the number of Common Shares outstanding on the date of such record date multiplied by such Twenty Day Weighted Average Trading issuance or distribution and the Current Market Price provided that: (i) of the Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any on such computation;date. (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that such distribution is not so made, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (d) if 5.1.5 If and whenever at any time during after the Adjustment Perioddate hereof and prior to the Maturity Date, there is a reclassification of the Common Shares at any time outstanding or a change of the Common Shares into other shares or into other securities or other capital reorganization of the Corporation (other than as described in Section 7.1(a) a Common Share Reorganization), or a consolidation, amalgamation, arrangement amalgamation or merger of of, or an arrangement involving, the Corporation Company with or into any other body corporate, trust, partnership corporation or other entityentity (other than a vertical short-form amalgamation with one or more of its Wholly-Owned Subsidiaries pursuant to Applicable Law), or a sale or conveyance transfer of the property and undertaking or assets of the Corporation Company as an entirety or substantially as an entirety to any other body corporate, trust, partnership another corporation or other entityentity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being called a “Capital Reorganization”), any Holder who exercises the Holder shall, upon right to convert Debentures into Common Shares after the exercise effective date of the Conversion Right, such Capital Reorganization will be entitled to receive receive, and shall accept, will accept for the same aggregate consideration in lieu of the number of shares then sought Common Shares to be acquired by itwhich such Holder was previously entitled upon such conversion, the aggregate number of Common Shares or shares, other securities or other property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder would have been entitled to receive on as a result of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, Capital Reorganization if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to which such Holder was previously entitled upon conversion; provided, however, that the consideration into which the Debentures will be convertible will be limited to the Common Shares or other prescribed securities (as defined by section 6208 of the regulations to the Income Tax Act (Canada)) of the Company as specified by the Board of Directors of the Company. The Company will take all steps necessary to ensure that, on a Capital Reorganization, the Holders will receive the aggregate number of shares, other securities or other property to which they are entitled as a result of the Capital Reorganization and that such shares or securities will be prescribed securities as defined in section 6208 of the regulations to the Income Tax Act (Canada), which includes shares or securities not redeemable by the Holder thereof within 5 years from the issue date of the Debentures. Appropriate adjustments will be made in the application of the provisions set forth in this ARTICLE 5 as a result of any such Capital Reorganization with respect to the rights and interests thereafter of Holders of Debentures to the end that the provisions set forth in this ARTICLE 5 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the conversion of any Debenture. Prior to or concurrent with effecting a Capital Reorganization, the Company and the Indenture Trustee will enter into an indenture supplemental hereto, or other appropriate document, approved by action of the Board of Directors, which will set forth an appropriate adjustment to give effect to this subsection, in which event such adjustment will for all purposes be conclusively deemed to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made ifappropriate adjustment, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue written consent of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective dateRecognized Stock Exchanges, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1if so required. (g) if, in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriate.

Adjustment of Conversion Price. The conversion price as stated in paragraph 8 of the Securities (the "Conversion Price in effect at any date Price") shall be subject to adjustment adjusted from time to time by the Company as follows: (a) if and whenever at any time during In case the Adjustment Period, the Corporation shall: Company shall (i) subdividepay a dividend in shares of Common Stock to all holders of Common Stock, redivide or change (ii) make a distribution in shares of Common Stock to all holders of Common Stock, (iii) subdivide its outstanding Common Shares Stock into a greater number of such shares; or , or (iiiv) reduce, combine or consolidate its outstanding Common Shares Stock into a smaller number of such shares; , the Conversion Price in effect on immediately prior thereto shall be adjusted so that the effective date Holder of any Security thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock which he or she would have owned had such Security been converted immediately prior to the happening of such subdivision, redivision, change, reduction, combination or consolidation, as event. An adjustment made pursuant to this subsection (a) shall become effective immediately after the case may be, shall record date in the case of a dividend in shares or distribution and shall become effective immediately after the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, effective date in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination subdivision or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur;combination. (b) if and whenever at any time during In case the Adjustment Period, the Corporation Company shall fix a record date for the issuance of rights, options issue rights or warrants to all or substantially all the holders of its outstanding Common Shares Stock entitling them, them (for a period commencing no earlier than the record date described below and expiring not more than 45 60 days after such record date, ) to subscribe for or purchase shares of Common Shares Stock (or securities convertible or exchangeable into Common SharesStock) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price on such record date, current market price per share of Common Stock (as determined in accordance with subsection (e) of this Section 4.6) at the Conversion Price shall be adjusted immediately after such record date so that it shall equal for the amount determined by multiplying determination of shareholders entitled to receive such rights or warrants, the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised immediately prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price thereto shall be adjusted immediately after such record date so that it the same shall equal the price determined by multiplying the Conversion Price in effect on immediately prior to such record date by a fraction, fraction of which the numerator shall be the total number of shares of Common Shares Stock outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less plus the fair number of shares which the aggregate offering price of the total number of shares of Common Stock so offered (or the aggregate Conversion Price of the convertible securities so offered) would purchase at such current market value (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributedprice, and of which the denominator shall be the total number of shares of Common Shares Stock outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that: plus the number of additional shares of Common Stock offered (i) Common Shares owned by or held for into which the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such convertible securities so offered are convertible). Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after such record date. If at the end of the period during which such rights or warrants are exercisable not all rights or warrants shall have been exercised, the adjusted Conversion Price shall be immediately readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). (c) In case the Company shall distribute to all or substantially all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock), evidences of indebtedness or other non-cash assets (including securities of any company other than the Company), or shall distribute to all or substantially all holders of its Common Stock rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in subsection (b) of this Section 4.6), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price per share (as defined in subsection (e) of this Section 4.6) of the Common Stock on the record date mentioned below less the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) of the portion of the capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the record date), and of which the denominator shall be the current market price per share (as defined in subsection (e) of this Section 4.6) of the Common Stock on such record date. Such adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the Company shall distribute rights or warrants (other than those referred to in subsection (b) of this Section 4.6) ("Rights") pro rata to holders of Common Stock, the Company may, in lieu of making any adjustment pursuant to this Section 4.6, make proper provision so that each holder of a Security who converts such Security (or any portion thereof) after the record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of Rights to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of Rights of separate certificates evidencing such Rights (the "Distribution Date"), the same number of Rights to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is fixed;entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the Rights and (ii) if such conversion occurs after the Distribution Date, the same number of Rights to which a holder of the number of shares of Common Stock into which the principal amount of the Security so converted was convertible immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms and provisions of and applicable to the Rights. (iiid) In case the Company shall, by dividend or otherwise, at any time distribute (a "Triggering Distribution") to all or substantially all holders of its Common Stock cash in an aggregate amount that, together with the extent that aggregate amount of any other cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 4.6 has been made, exceeds 15% of the product of the current market price per share of Common Stock (as determined in accordance with subsection (e) of this Section 4.6) on the Business Day (the "Determination Date") immediately preceding the day on which such distribution Triggering Distribution is not so madedeclared by the Company multiplied by the number of shares of Common Stock outstanding on such date (excluding shares held in the Treasury of the Company), the Conversion Price shall be readjusted reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the Conversion Price Determination Date by a fraction of which would then the numerator shall be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (d) if and whenever at any time during the Adjustment Period, there is a reclassification current market price per share of the Common Shares or a capital reorganization Stock (as determined in accordance with subsection (e) of this Section 4.6) on the Corporation other than as described in Section 7.1(a) or a consolidationDetermination Date less the amount of cash so distributed within such 12 months (including, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entitywithout limitation, the Holder shall, upon Triggering Distribution) applicable to one share of Common Stock (determined on the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu basis of the number of shares then sought to be acquired by it, the number of Common Shares or other securities or property Stock outstanding on the Determination Date) and the denominator shall be such current market price per share of the Corporation or Common Stock (as determined in accordance with subsection (e) of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, this Section 4.6) on the record date or the Determination Date, such reduction to become effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made immediately prior to the Conversion Price;opening of business on the day following the date on which the Triggering Distribution is paid. (e) in For the purpose of any case in which computation under subsections (b), (c) and (d) of this Section 7.1(b) or 7.1(c) require that an adjustment be made to 4.6, the Conversion Price, no such adjustment current market price per share of Common Stock on any date shall be made if, subject deemed to be the prior approval average of applicable stock exchanges the Holder receives daily closing prices for the rights, options 30 consecutive Trading Days commencing 45 Trading Days before (i) the Determination Date with respect to distributions under subsection (d) of this Section 4.6 or warrants referred to in Section 7.1(b(ii) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments with respect to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues issuances or other events resulting in any adjustment requiring such computation under the provisions subsection (b) or (c) of this Section 7.14. (g) if, in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriate.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows:set forth below. (a) if If and whenever at any time during prior to the Adjustment Period, Time of Expiry the Corporation shall: shall (i) subdivide, subdivide or redivide or change its the outstanding Common Shares into a greater number of such shares; or , (ii) reduce, combine or consolidate its the outstanding Common Shares into a smaller number of such shares; , or (iii) issue Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares), the Conversion Price in effect on the effective date of such subdivision, redivision, change, reduction, combination or consolidationconsolidation or on the record date for such issue of Common Shares by way of a dividend or distribution, as the case may be, shall in the case of any of the events referred to in (i) above, and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision redivision, dividend or changedistribution, or shall, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such dateconsolidation. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a6.5(a) shall occur;. Any such issue of Common Shares by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (c) and (d) of this Section 6.5. (b) if If and whenever at any time during prior to the Adjustment PeriodTime of Expiry the Corporation shall fix a record date for the payment of a cash dividend or distribution to the holders of all or substantially all of the outstanding Common Shares, the Conversion Price shall be adjusted immediately after such record date so that it shall be equal to the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the denominator shall be the Current Market Price per Common Share on such record date and of which the numerator shall be the Current Market Price per Common Share on such record date minus the amount in cash per Common Share distributed to holders of Common Shares. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such cash dividend or distribution is not paid, the Conversion Price shall be re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed. (c) If and whenever at any time prior to the Time of Expiry the Corporation shall fix a record date for the issuance of rightsoptions, options rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Twenty Day Weighted Average Trading Current Market Price of a Common Share on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied plus a number of Common Shares equal to the number arrived at by dividing the Twenty Day Weighted Average Trading aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Current Market Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributedper Common Share, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that: (i) plus the total number of additional Common Shares owned by offered for subscription or held for purchase (or into which the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such convertible securities so offered are convertible). Such adjustment shall be made successively whenever such a record date is fixed; (iii) to . To the extent that any such distribution is options, rights or warrants are not so madeissued or any such options, rights or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such shares or rightsoptions, options rights or warrants or evidences of indebtedness or assets actually distributedwere included in such fraction, as the case may be; (d) if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of the number of shares then sought to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1. (g) if, in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriate.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows: (a) if and whenever at In case the Company shall make or pay a dividend or make a distribution in shares of Common Stock on any time during class of Capital Stock of the Adjustment PeriodCompany, the Corporation shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number of such shares; or (ii) reduce, combine or consolidate its outstanding Common Shares into a smaller number of such shares; the Conversion Price in effect on immediately following the effective record date fixed for the determination of stockholders entitled to receive such subdivision, redivision, change, reduction, combination dividend or consolidation, as the case may be, other distribution shall in the case of the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case reduced by multiplying the such Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of shares of Common Shares Stock outstanding immediately prior to at the close of business on such date and the denominator shall be the sum of such number of shares and the total number of Common Shares outstanding immediately shares constituting such dividend or other distribution. An adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (i) and (j) below, after such record date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur;. (b) if and whenever at any time during In case the Adjustment PeriodCompany shall (1) subdivide its outstanding shares of Common Stock into a greater number of shares or (2) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Corporation Conversion Price in effect immediately following the effectiveness of such action shall fix be adjusted by multiplying such Conversion Price by a record fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such subdivision or combination and the denominator shall be the number of shares outstanding immediately after giving effect to such subdivision or combination. An adjustment made pursuant to this subsection (b) shall become effective immediately, except as provided in subsection (i) and (j) below, after the effective date for of a subdivision or combination. (c) In case the issuance of Company shall issue rights, options or warrants to all or substantially all the holders of its outstanding Common Shares Stock entitling them, for a period expiring not more than 45 days after such record date, them to subscribe for or purchase shares of Common Shares (or securities convertible or exchangeable into Common Shares) Stock at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price then current market price per share of the Common Stock (as determined pursuant to subsection (g) below) on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal fixed for determination of the amount determined by multiplying stockholders entitled to receive such rights, option or warrants, the Conversion Price in effect on immediately following such record date shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (i) such Conversion Price by a fraction, of which which (ii) the numerator shall be (A) the total number of shares of Common Shares Stock outstanding on such record date multiplied plus (B) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such current market price (determined by multiplying such total number of shares by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) exercise price of such rights, options or warrantswarrants and dividing the product so obtained by such current market price), and of which which (iii) the denominator shall be (A) the total number of shares of Common Shares Stock outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price plus (B) the number of additional shares of Common Stock which are so offered for subscription or purchase. Such adjustment shall become effective immediately, except as provided that in subsection (i) any Common Shares owned by or held and (j) below, after the record date for the account determination of the corporation holders entitled to receive such rights, options or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent warrants; provided, however, that if any such rights, options or warrants issued by the Company as described in this subsection (c) are not exercised prior to only exercisable upon the expiration thereofoccurrence of certain triggering events, then the Conversion Price shall will not be readjusted to adjusted as provided in this subsection (c) until such triggering events occur. Upon the Conversion Price which would then be in effect if such record date had not been fixed expiration or to the Conversion Price which would then be in effect based upon the number termination of Common Shares (any rights, options or securities convertible or exchangeable into Common Shares) actually issued upon warrants without the exercise of such rights, options or warrants, as the case may be;Conversion Price then in effect shall be adjusted immediately to the Conversion Price which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. (cd) if and whenever at In case the Company or any time during Subsidiary of the Adjustment Period the Corporation Company shall fix a record date for the making of a distribution distribute to all or substantially all the holders of Common Stock, any of its outstanding Common Shares assets, evidences of indebtedness, cash or securities (iother than (x) shares of any class, whether of the Corporation dividends or any other corporation (including stock dividends)distributions exclusively in cash, (iiy) rightsany dividend or distribution for which an adjustment is required to be made in accordance with subsection (a) or (c) above and in mergers and consolidations to which Section 13.6 applies, options or (z) any distribution of rights or warrants subject to subsection (excluding those referred to in Section 7.1(b)); (iii1) evidences of its indebtedness or (ivbelow) assets (including cash) of the Corporation, then, then in each such case, case the Conversion Price in effect immediately following the record date fixed for the determination of the stockholders entitled to such distribution shall be adjusted immediately after such record date so that it the same shall equal the price determined by multiplying the such Conversion Price in effect on such record date by a fraction, fraction of which the numerator shall be the total number then current market price per share of the Common Shares outstanding Stock (determined as provided in subsection (g) below) on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the then fair market value (as reasonably determined in good faith by the Directors, subject to Section 7.4 Board of such shares, rights, options, warrants, evidences Directors of indebtedness or the Company) of the portion of the assets so distributeddistributed applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the total Common Stock. Such adjustment shall become effective immediately, except as provided in subsection (i) and (j) below, after the record date for the determination of stockholders entitled to receive such distribution. (e) In case the Company or any Subsidiary of the Company shall make any distribution consisting exclusively of cash (excluding any cash portion of distributions for which an adjustment is required to be made in accordance with subsection (d) above, or cash distributed upon a merger or consolidation to which Section 13.6 applies) to all or substantially all holders of Common Stock in an aggregate amount that, combined together with (i) all other such all-cash distributions made within the then preceding 12 months in respect of which no adjustment pursuant to this subsection (e) has been made and (ii) any cash and the fair market value of other consideration paid or payable in respect of any tender or exchange offer by the Company or any of its Subsidiaries for Common Stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15% of the Company's market capitalization (defined as being the product of the then current market price of the Common Stock (determined as provided in subsection (g) below) times the number of shares of Common Shares outstanding Stock then outstanding) on the record date fixed for the determination of the stockholders entitled to such distribution, in each such case the Conversion Price immediately following such record date shall be adjusted so that the same shall equal the price determined by multiplying such Conversion Price by a fraction of which the numerator shall be the then current market price per share of the Common Stock on such record date multiplied less the amount of the cash and/or fair market value (as reasonably determined in good faith by the Board of Directors of the Company) of other consideration so distributed applicable to one share of Common Stock, and of which the denominator shall be such Twenty Day Weighted Average Trading Price current market price per share of the Common Stock. Such adjustment shall become effective immediately, except as provided that: in subsection (i) Common Shares owned by or held and (j) below, after the record date for the account determination of stockholders entitled to receive such distribution. (f) In case the Company or any Subsidiary of the Corporation Company shall complete a tender or exchange offer for all or any subsidiary shall be deemed not to be outstanding for portion of the purpose of Common Stock (any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iiitender or exchange offer being referred to as an "Offer") to the extent that the aggregate consideration of such Offer, having a fair market value as of the expiration of such Offer (the "Expiration Time"), together with (i) any cash and the fair market value of any other consideration payable in respect of any other tender or exchange offer for Common Stock, as of the expiration of such other tender or exchange offer, expiring within the 12 months preceding the expiration of such Offer and in respect of which no Conversion Price adjustment pursuant to this subsection (f) has been made and (ii) the aggregate amount of any all-cash distributions referred to in subsection (e) of this Section 13.5 to all holders of Common Stock within the 12 months preceding the expiration of such Offer for which no Conversion Price adjustment pursuant to such subsection (e) has been made, exceeds 15% of the product of the then current market price per share (determined as provided in subsection (g) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, the Conversion Price in effect immediately following such Expiration Time shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be (i) the product of the then current market price per share (determined as provided in subsection (g) below) of the Common Stock on the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time minus (ii) the fair market value of the aggregate consideration so in excess of such 15% and payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the "Purchased Shares") and the denominator shall be the product of (i) such current market price per share on the Expiration Time times (ii) such number of outstanding shares on the Expiration Time less the number of Purchased Shares, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. For purposes of this subsection (f), the fair market value of any consideration with respect to an Offer shall be reasonably determined in good faith by the Board of Directors of the Company and described in a Board Resolution. (g) For the purpose of any computation under subsections (c), (d), (e) and (f) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Prices of a share of Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier ofthe date in question and the date before the "'ex' date," with respect to the issuance, distribution or Offer requiring such computation. If on any such Trading Day the Common Stock is not so madequoted by any organization referred to in the definition of Last Sale Price in Section 13.3 hereof, the fair value of the Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used. For purposes of this paragraph, the term "'ex' date," when used with respect to any issuance, distribution or payments with respect to an Offer, means the first date on which the Common Stock trades regular way on the Nasdaq Stock Market's National Market (or if not listed or admitted to trading thereon, then on the principal national securities exchange or automated quotation system if the Common Stock is listed or admitted to trading thereon) without the right to receive such issuance, distribution or Offer. (h) In addition to the foregoing adjustments in subsections (a), (b), (c), (d), (e) and (f) above, the Company, from time to time and to the extent permitted by law, may reduce the Conversion Price by any amount for at least 20 Business Days, if the Board of Directors has made a determination, which determination shall be conclusive, that such reduction would be in the best interests of the Company. The Company shall cause notice of such reduction to be mailed to each Holder of Notes, in the manner specified in Section 13.7, at least 15 days prior to the date on which such reduction commences. The Company may, at its option, also make such reductions in the Conversion Price in addition to those set forth above, as the Board of Directors deems advisable to avoid or diminish any income tax to holders of shares of Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for United States federal income tax purposes. (i) In any case in which this Section 13.5 shall require that an adjustment be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Note converted after such record date and on and before such adjustment shall have become effective (i) defer paying any Cash payment pursuant to Section 13.3 hereof or issuing to the Holder of such Note the number of shares of Common Stock and other capital stock of the Company (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other Capital Stock of the Company issuable thereupon only on the basis of the Conversion Price prior to adjustment, and (ii) not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate Cash payment pursuant to Section 13.3 hereof and issue to such Holder the additional shares of Common Stock and other Capital Stock of the Company issuable on such conversion. (j) No adjustment in the Conversion Price shall be readjusted required unless such adjustment would require an increase or decrease of at least 1.0% of the Conversion Price; provided, that any adjustments which by reason of this subsection (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article XIII shall be made to the Conversion Price which would then be in effect if such record date had not been fixed nearest cent or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences nearest one-hundredth of indebtedness or assets actually distributeda share, as the case may be;. (dk) if Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and whenever at any time during each conversion agent an Officers' Certificate setting forth the Adjustment Period, there is Conversion Price after such adjustment and setting forth a reclassification brief statement of the Common Shares or a capital reorganization facts requiring such adjustment, which certificate shall be conclusive evidence of the Corporation correctness of such adjustment, and (ii) mail or cause to be mailed a notice of such adjustment to each holder of Notes at his address as the same appears on the registry books of the Company. (l) In the event that the Company distributes rights or warrants (other than those referred to in subsection (c) above) pro rata to holders of Common Stock, so long as described in Section 7.1(a) any such rights or a consolidation, amalgamation, arrangement warrants have not expired or merger of been redeemed by the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entityCompany, the Company shall make proper provision so that the Holder shall, upon the exercise of the Conversion Right, any Note surrendered for conversion will be entitled to receive and shall acceptupon such conversion, in lieu addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares then sought to be acquired by it, the number of Common Shares or other securities or property Stock into which the principal amount of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or Note so converted was convertible immediately prior to which such sale or conveyance may be made, as the case may be, that the Holder Distribution Date would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price; (e) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1. (g) if, in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder Distribution Date in accordance with the intent terms and purposes hereof, provisions of and applicable to the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriaterights or warrants.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows: (a) if and whenever at any time during In case the Adjustment PeriodCompany shall (1) pay a dividend in shares of Common Stock to holders of Common Stock, the Corporation shall: (i2) subdividemake a distribution in shares of Common Stock to holders of Common Stock, redivide or change (3) subdivide its outstanding shares of Common Shares Stock into a greater number of such shares; or shares of Common Stock or (ii4) reduce, combine or consolidate its outstanding shares of Common Shares Stock into a smaller number of such shares; shares of Common Stock, the Conversion Price in effect on immediately prior to such action shall be adjusted so that the holder of any Security thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which he would have owned immediately following such action had such Securities been converted immediately prior thereto. Any adjustment made pursuant to this subsection (a) shall become effective immediately after the record date of such subdivision, redivision, change, reduction, combination or consolidation, as the case may be, shall in the case of a dividend or distribution and shall become effective immediately after the events referred to in (i) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, effective date in the case of a subdivision or combination. In the events referred to in (ii) aboveevent of a reverse stock split of the Common Stock, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior subject to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date. Such further adjustment shall be made successively whenever any event referred to as provided in this Section 7.1(a5.6(f) shall occur;below. (b) if and whenever at any time during In case the Adjustment Period, Company shall issue rights or warrants to substantially all holders of Common Stock entitling them (for a period commencing no earlier than the Corporation shall fix a record date for the issuance determination of rights, options holders of Common Stock entitled to receive such rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period and expiring not more than 45 days after such record date, ) to subscribe for or purchase shares of Common Shares Stock (or securities convertible or exchangeable into Common SharesStock) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Price current market price per share (as determined pursuant to subsection (g) below) of the Common Stock on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it same shall equal the price determined by multiplying the Conversion Price in effect on immediately prior to such record date by a fraction, fraction of which the numerator shall be the total number of shares of Common Shares Stock outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less plus the fair number of shares of Common Stock which the aggregate offering price of the offered shares of Common Stock (or the aggregate conversion price of the convertible securities so offered) would purchase at such current market value (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributedprice, and of which the denominator shall be the total number of shares of Common Shares Stock outstanding on such record date multiplied plus the number of additional shares of Common Stock offered (or into which the convertible securities so offered are convertible). Such adjustments shall become effective immediately after such record date. (c) In case the Company shall distribute to all holders of Common Stock shares of any class of Capital Stock of the Company other than Common Stock, evidences of indebtedness or other assets (other than cash dividends out of current or retained earnings), or shall distribute to substantially all holders of Common Stock rights or warrants to subscribe for securities (other than those securities referred to in subsection (b) above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such Twenty Day Weighted Average Trading Price distribution by a fraction of which the numerator shall be the current market price per share (determined as provided that: in subsection (f) below) of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and described in a Board Resolution) of the portion of the assets so distributed or of such subscription rights or warrants applicable to one share of Common Stock, and of which the denominator shall be such current market price per share of the Common Stock. Such adjustment shall become effective immediately after the record date for the determination of the holders of Common Stock entitled to receive such distribution. Notwithstanding the foregoing, in the event that the Company shall distribute rights or warrants to subscribe for additional shares of the Company's Capital Stock (other than the Common Stock referred to in subsection (b) above) ("Rights") pro rata to holders of Common Stock, the Company may, in lieu of making any adjustment pursuant to this Section 5.6, make proper provision so that each holder of a Security who converts such Security (or any portion thereof) after the record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion Shares"), a number of Rights to be determined as follows: (i) Common Shares owned by if such conversion occurs on or held prior to the date for the account distribution to the holders of Rights of separate certificates evidencing such Rights (the Corporation or any subsidiary shall be deemed not "Distribution Date"), the same number of Rights to be outstanding for which a holder of a number of shares of Common Stock equal to the purpose number of any Conversion Shares is entitled at the time of such computation; conversion in accordance with the terms and provisions of and applicable to the Rights; and (ii) if such adjustment shall be made successively whenever such conversion occurs after the Distribution Date, the same number of Rights to which a record date is fixed;holder of the number of shares of Common Stock into which the principal amount of the Security so converted was convertible immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms and provisions of and applicable to the Rights. (iiid) In case the Company shall, by dividend or otherwise, at any time distribute to all holders of its Common Stock cash (including any distributions of cash out of current or retained earnings of the extent Company but excluding any cash that is distributed as part of a distribution requiring a Conversion Price adjustment pursuant to paragraph (c) of this Section) in an aggregate amount that, together with the sum of (x) the aggregate amount of any other distributions to all holders of its Common Stock made in cash plus (y) all Excess Payments, in each case made within the 12 months preceding the date fixed for determining the stockholders entitled to such distribution is not so (the "Distribution Record Date") and in respect of which no Conversion Price adjustment pursuant to paragraphs (c) or (e) of this Section or this paragraph (d) has been made, exceeds 15% of the product of the current market price per share (determined as provided in paragraph (f) of this Section) of the Common Stock on the Distribution Record Date times the number of shares of Common Stock outstanding on the Distribution Record Date (excluding shares held in the treasury of the Company), the Conversion Price shall be readjusted reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this paragraph (d) by a fraction of which would then the numerator shall be the current market price per share (determined as provided in effect if paragraph (f) of this Section) of the Common Stock on the Distribution Record Date less the amount of such record date had not been fixed or cash and other consideration (including any Excess Payments) so distributed applicable to one share (based on the pro rata portion of the aggregate amount of such cash and other consideration (including any Excess Payments), divided by the shares of Common Stock outstanding on the Distribution Record Date) of Common Stock and the denominator shall be such current market price per share (determined as provided in paragraph (f) of this Section) of the Common Stock on the Distribution Record Date, such reduction to become effective immediately prior to the Conversion Price which would then opening of business on the day following the Distribution Record Date. (e) In case a tender offer or other negotiated transaction made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock shall be consummated, if an Excess Payment is made in effect based upon respect of such shares tender offer or rightsother negotiated transaction and the amount of such Excess Payment, options together with the sum of (x) the aggregate amount of all Excess Payments plus (y) the aggregate amount of all distributions to all holders of the Common Stock made in cash (specifically including distributions of cash out of retained earnings), in each case made within the 12 months preceding the date of payment of such current negotiated transaction consideration or warrants or evidences expiration of indebtedness or assets actually distributedsuch current tender offer, as the case may be; be (the "Purchase Date"), and as to which no adjustment pursuant to paragraph (c) or paragraph (d) if and whenever at any time during of this Section or this paragraph (e) has been made, exceeds 15% of the Adjustment Period, there is a reclassification product of the current market price per share (determined as provided in paragraph (f) of this Section) of the Common Shares or a capital reorganization of Stock on the Corporation other than as described in Section 7.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of Purchase Date times the number of shares then sought to be acquired by itof Common Stock outstanding (including any tendered shares but excluding any shares held in the treasury of the Company) on the Purchase Date, the number Conversion Price shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this paragraph (e) by a fraction of which the numerator shall be the current market price per share (determined as provided in paragraph (f) of this Section) of the Common Stock on the Purchase Date less the amount of such Excess Payments and such cash distributions, if any, applicable to one share (based on the pro rata portion of the aggregate amount of such Excess Payments and such cash distributions, divided by the shares of Common Shares or other securities or property Stock outstanding on the Purchase Date) of Common Stock and the denominator shall be such current market price per share (determined as provided in paragraph (f) of this Section) of the Corporation or Common Stock on the Purchase Date, such reduction to become effective immediately prior to the opening of business on the day following the Purchase Date. (f) If the Company effects a reverse stock split of the body corporateCommon Stock prior to 90 days after the SEC has declared effective the Shelf Registration Statement, trustthe Conversion Price related to the Securities shall be adjusted first as provided in Section 5.6(a) above, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may and then shall be made, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, further adjusted on the record date or 15th day following the expiration of the Pricing Period (as defined below) by multiplying the existing Conversion Price by a fraction, the numerator of which shall be the volume weighted average price of the Common Stock for the period beginning on the 11th trading day following the effective date thereof, as the case may be, the Holder had been the registered holder of the number reverse stock split and ending on the 30th trading day following the effective date of the reverse stock split (such period being the "Pricing Period") and the denominator of which shall be the volume weighted average price of the Common Stock for the five trading day period ending on the earlier of (i) the date that the Company publicly discloses its intention to effectuate (or consider) such reverse stock split through a press release, proxy materials or other means or (ii) the date that the Company publicly discloses that it has received any notice or other communication from the NYSE to the effect that the Common Stock will be de-listed. (g) The current market price per share of Common Shares sought Stock on any date shall be deemed to be acquired by it and to which it was entitled to acquire upon the exercise average of the Conversion Right and a contemporaneous and equal adjustment shall be made Daily Market Prices for the shorter of (i) 30 consecutive Business Days ending on the last full trading day on the exchange or market referred to in determining such Daily Market Prices prior to the Conversion Price;time of determination or (ii) the period commencing on the date next succeeding the first public announcement of the issuance of such rights or such warrants or such other distribution or such negotiated transaction through such last full trading day on the exchange or market referred to in determining such Daily Market Prices prior to the time of determination. (eh) in In any case in which this Section 7.1(b) or 7.1(c) 5.6 shall require that an adjustment be made immediately following a record date for an event, the Company may elect to defer, until such event, issuing to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c), as the case may be, in such kind and number as it would have received if it had been a holder of any Security converted after such record date the shares of Common Shares Stock and other Capital Stock of the Company issuable upon such conversion over and above the shares of Common Stock and other Capital Stock of the Company issuable upon such conversion only on the applicable record date or effective date, as the case may be, by virtue basis of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shallprior to adjustment; and, in lieu of the case shares the issuance of adjustments which is so deferred, the Company shall issue or cause its stock transfer agent to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues issue due bills or other events resulting in any adjustment under the provisions of this Section 7.1. (g) if, in the opinion appropriate evidence of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in right to receive such provisions for the benefit of the Holder as the Directors deem appropriateshares.

Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment adjustment, calculated in good faith by the Company, from time to time as follows: (a) if and whenever at any time during In case the Adjustment PeriodCompany shall hereafter pay a dividend or make a distribution to all or substantially all holders of the outstanding Common Stock in shares of Common Stock, the Corporation shallConversion Price in effect at the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction: (i) subdividethe numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the Conversion Record Date fixed for such determination; and (ii) the denominator of which shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution. Such reduction shall become effective immediately after the opening of business on the day following the Conversion Record Date. If any dividend or distribution of the type described in this Section 12.4(a) is declared but not so paid or made, redivide the Conversion Price shall again be adjusted to the Conversion Price which would then be in effect if such dividend or change its distribution had not been declared. (b) In case the outstanding shares of Common Shares Stock shall be subdivided or reclassified into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such shares; or (ii) reducesubdivision or reclassification becomes effective shall be proportionately reduced, combine and conversely, in case outstanding shares of Common Stock shall be combined or consolidate its outstanding Common Shares reclassified into a smaller number of such shares; shares of Common Stock, the Conversion Price in effect at the opening of business on the effective date of day following the day upon which such subdivision, redivision, change, reduction, combination or consolidationreclassification becomes effective shall be proportionately increased. Such reduction or increase, as the case may beapplicable, shall in become effective immediately after the opening of business on the day following the day upon which such subdivision or combination or reclassification becomes effective. (c) In case of the events Company shall issue rights or warrants (other than any rights or warrants issued pursuant to a rights plan) referred to in (iSection 12.4(d)) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or change, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur; (b) if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding shares of Common Shares Stock entitling them, for a period expiring not more than 45 days after such record date, them to subscribe for or purchase shares of Common Shares Stock (or securities convertible or exchangeable into shares of Common SharesStock) at a price per share (or having a conversion or exchange price per share) less than the Twenty Day Weighted Average Trading Current Market Price on the Conversion Record Date fixed for the determination of stockholders entitled to receive such record daterights or warrants, the Conversion Price shall be adjusted immediately after such record date so that it the same shall equal the amount price determined by multiplying the Conversion Price in effect at the opening of business on the date after such record date Conversion Record Date by a fraction, : (i) the numerator of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the Conversion Record Date, plus the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered) would purchase at such Current Market Price; and (ii) the denominator of which shall be the number of shares of Common Shares Stock outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price close of business on such record datethe Conversion Record Date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be plus the total number of additional shares of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that Stock so offered for subscription or purchase (i) any Common Shares owned by or held for into which the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such convertible securities so offered are convertible). Such adjustment shall be made successively whenever become effective immediately after the opening of business on the day following the Conversion Record Date fixed for determination of stockholders entitled to receive such a record date is fixed; (iii) to rights or warrants. To the extent that any such rights, options shares of Common Stock (or warrants securities convertible into Common Stock) are not exercised prior delivered pursuant to such rights or warrants, upon the expiration thereofor termination of such rights or warrants, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if had the adjustments made upon the issuance of such record date had not rights or warrants been fixed or to made on the Conversion Price which would then be in effect based upon basis of the delivery of only the number of shares of Common Shares Stock (or securities convertible or exchangeable into Common SharesStock) actually issued upon delivered. In the exercise of event that such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options rights or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such caseare not so issued, the Conversion Price shall again be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that: (i) Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that such distribution is not so made, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed fixed. In determining whether any rights or warrants entitle the Holders to subscribe for or purchase Common Stock at less than such Current Market Price, and in determining the Conversion Price which would then be in effect based upon aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights or rightswarrants, options or warrants or evidences the value of indebtedness or assets actually distributedsuch consideration if other than cash, as to be determined by the case may be;Board of Directors. (d) if and whenever at In case the Company shall, by dividend or otherwise, distribute to all or substantially all holders of its Common Stock shares of any time during the Adjustment Period, there is a reclassification class of Capital Stock of the Common Shares or a capital reorganization of the Corporation Company (other than as described in any dividends or distributions to which Section 7.1(a12.4(a) applies) or a consolidationevidences of its Indebtedness, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership cash or other entityassets, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporateincluding securities, trust, partnership or other entity, the Holder shall, upon the exercise of the Conversion Right, be entitled to receive and shall accept, in lieu of the number of shares then sought to be acquired by it, the number of Common Shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made to the Conversion Price;but excluding: (ei) in any case in which Section 7.1(b) or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options rights or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c12.4(c), as the case may be, in such kind and number as it would have received if it had been a holder of Common Shares on the applicable record date or effective date, as the case may be, by virtue of the Principal Sum having then been converted into Common Shares at the Conversion Price in effect on the applicable record or effective date, as the case may be; (fii) the adjustments provided for in this Section 7.1 are cumulativedividends or distributions of stock, and shall, in the case of adjustments to the Conversion Price be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues securities or other events resulting property or assets (including cash) in any adjustment under the provisions of this connection with a reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance to which Section 7.1.12.5 applies; (giii) if, dividends and distributions paid exclusively in the opinion of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriate.cash; and

Adjustment of Conversion Price. The Subject to the requirements of the TSX (or such other recognized exchange on which the Debentures are then listed), the Conversion Price in effect at any date shall be subject to adjustment from time to time as follows:set forth below. (a) if If and whenever at any time during prior to the Adjustment Period, Time of Expiry the Corporation shall: : (i) subdivide, subdivide or redivide or change its the outstanding Common Shares into a greater number of such shares; or (ii) reduce, combine or consolidate its the outstanding Common Shares into a smaller number of such shares; or (iii) issue Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares), the Conversion Price in effect on the effective date of such subdivision, redivision, change, reduction, combination or consolidationconsolidation or on the record date for such issue of Common Shares by way of a dividend or distribution, as the case may be, shall in the case of any of the events referred to in (i) above, and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision redivision, dividend or changedistribution, or shall, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such dateconsolidation. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a6.5(a) shall occur;. Any such issue of Common Shares by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (b) and (c) of this Section 6.5. (b) if If and whenever at any time during prior to the Adjustment Period, Time of Expiry the Corporation shall fix a record date for the issuance of rightsoptions, options rights or warrants to all or substantially all the holders of its outstanding Common Shares (other than for the issue of Common Shares to holders of Common Shares who have elected to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares) entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Twenty Day Weighted Average Trading Current Market Price of a Share on such record datedate (other than pursuant to a distribution reinvestment plan of the Corporation), the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied plus a number of Common Shares equal to the quotient obtained by dividing the Twenty Day Weighted Average Trading aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Current Market Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrantsper Share, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any plus the total number of additional Common Shares owned by offered for subscription or held for purchase (or into which the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such convertible securities so offered are convertible). Such adjustment shall be made successively whenever such a record date is fixed; (iii) to . To the extent that any such rightsoptions, options rights or warrants are not so issued or any such options, rights or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon if only the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rightsoptions, options rights or warrantswarrants were included in such fraction, as the case may be;. (c) if If and whenever at any time during prior to the Adjustment Period Time of Expiry the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of of: (i) shares of any class, whether class other than Common Shares and other than shares distributed to holders of Common Shares who have elected to receive dividends or distributions in the Corporation form of such shares in lieu of dividends or any other corporation (including stock dividends), distributions paid in the ordinary course; (ii) rights, options or warrants (excluding those referred rights, options or warrants for which any adjustment was made pursuant to in Section 7.1(b)6.5(b) and rights, options or warrants entitling the holders thereof for a period of not more than 45 days to subscribe for or purchase Common Shares or securities convertible into Common Shares); (iii) evidences of its indebtedness indebtedness; or (iv) assets (including cashexcluding dividends or distributions paid in the ordinary course) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Current Market Price per Share on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 TSX approval and with the approval of the Trustee, which determination shall be conclusive) of such shares, shares or rights, options, warrants, options or warrants or evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Current Market Price provided that: (i) Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such per Share. Such adjustment shall be made successively whenever such a record date is fixed; (iii) to . To the extent that such distribution is not so made, the Conversion Price shall be readjusted re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be;. In clause (iv) of this subsection (c) the term "dividends or distributions paid in the ordinary course" shall include the value of any securities or other property or assets distributed in lieu of cash dividends or distributions paid in the ordinary course at the option of shareholders. Notwithstanding the foregoing, if the securities distributed by the Corporation to all holders of its Common Shares consist of capital stock of, or similar equity interests in, a Subsidiary or other business of the Corporation (the "Spinoff Securities"), the Conversion Price shall be adjusted, unless the Corporation makes an equivalent distribution to the holders of Debentures, so that the same shall be equal to the rate determined by multiplying the Conversion Price in effect on the record date fixed for the determination of shareholders entitled to receive such distribution by a fraction, the denominator of which shall be the sum of (A) the weighted average trading price of one Common Share over the 20 consecutive trading day period (the "Spinoff Valuation Period") commencing on and including the fifth trading day after the Ex-Dividend Date and (B) the product of (i) the weighted average trading price (calculated in substantially the same way as the Current Market Price is calculated for the Common Shares) over the Spinoff Valuation Period of one Spinoff Security or, if no such prices are available, the fair market value of one Spinoff Security as reasonably determined by the Board of Directors, subject to TSX approval (which determination shall be conclusive and shall be evidenced by an Officers' Certificate delivered to the Trustee) multiplied by (ii) the number of Spinoff Securities distributed in respect of one Common Share and the numerator of which shall be the weighted average trading price of one Common Share over the Spinoff Valuation Period, such adjustment to become effective immediately preceding the opening of business on the 25th trading day after the date on which ex-dividend trading commences; provided, however, that the Corporation may in lieu of the foregoing adjustment elect to make adequate provision so that each holder of Debentures shall have the right to receive upon conversion thereof the amount of such Spinoff Securities that such holder of Debentures would have received if such Debentures had been converted on the record date with respect to such distribution. In respect of any conversion during the Spinoff Valuation Period, references to consecutive trading days shall be deemed to be replaced with such lesser number of trading days as have elapsed between the Commencement of the Spinoff Valuation Period and the relevant conversion date. (d) if If and whenever at any time during prior to the Adjustment PeriodTime of Expiry, there is a reclassification of the Common Shares or a capital reorganization or change of the Corporation Common Shares other than as described in Section 7.1(a6.5(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership person or other entity, ; or a sale sale, transfer or conveyance other disposition of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership person or other entityentity or a liquidation, dissolution or winding-up of the Holder shallCorporation, any holder of a Debenture who has not exercised its right of conversion prior to the effective date of such reclassification, capital reorganization, change, consolidation, amalgamation, arrangement or merger, sale, transfer, disposition or liquidation, dissolution or winding-up, upon the exercise of the Conversion Rightsuch right thereafter, shall be entitled to receive and shall accept, in lieu of the number of shares Common Shares then sought to be acquired by it, the number of Common Shares shares or other securities or property of the Corporation or of the body corporate, trust, partnership person or other entity resulting from such mergerreclassification, capital reorganization, change, consolidation, amalgamation, arrangement or consolidationmerger, or to which such sale or conveyance sale, transfer, disposition may be mademade or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-up, as the case may be, that the Holder such holder of a Debenture would have been entitled to receive on such reclassification, capital reorganization, change, consolidation, amalgamation, arrangement or merger, sale sale, transfer, dispositions or conveyanceliquidation, dissolution or winding-up, if, on the record date or the effective date thereof, as the case may be, the Holder holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made conversion right. If determined appropriate by the Directors to give effect to or to evidence the Conversion Price; (e) in any case in which provisions of this Section 7.1(b) 6.5(d), the Corporation, its successor, or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options purchasing person or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c)other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, change, consolidation, amalgamation, arrangement, merger, sale, transfer, dispositions or liquidation, dissolution or winding-up or other similar transaction, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in such kind this Indenture with respect to the rights and number interests thereafter of the holder of Debentures to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as it would have received if it had been nearly as may reasonably be, with respect to any shares or other securities or property to which a holder of Debentures is entitled on the exercise of its conversion rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this Section 6.5(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 16. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing person or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 6.5(d) and which shall apply to successive reclassifications, capital reorganizations, changes, consolidations, amalgamations, mergers, sales, transfers, dispositions and to any successive liquidation, dissolution or winding up or other similar transaction. For greater certainty, nothing in this Section 6.5(d) shall affect or reduce the requirement for any person to make a Debenture Offer or to pay the Make Whole Premium in accordance with Section 2.4, and notice of any transaction to which this Section 6.5(d) applies shall be given in accordance with Section 6.10. (e) If and whenever at any time prior to the Time of Expiry the Corporation shall fix a record date for the payment of a cash dividend or distribution to the holders of all or substantially all of the outstanding Common Shares on in respect of any Applicable Period, the applicable Conversion Price shall be adjusted immediately after such record date or effective date, as so that it shall be equal to the case may be, price determined by virtue of the Principal Sum having then been converted into Common Shares at multiplying the Conversion Price in effect on such record date by a fraction, of which the applicable denominator shall be the Current Market Price per Share on such record date and of which the numerator shall be the Current Market Price per Share on such record date minus the amount in cash per Share distributed to holders of Common Shares. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such cash dividend or effective datedistribution is not paid, as the case may be; (f) the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments Conversion Price shall be re-adjusted to the Conversion Price which would then be computed in effect if such record date had not been fixed. For the avoidance of doubt, if and to the nearest whole cent extent any adjustment pursuant to Sections 6.5(a), 6.5(b) and 6.5(c) is made, no adjustment to the Conversion Price pursuant to this Section 6.5(e) shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, also be made. In this subsection (e) the term "dividends" or "distributions, issues " shall include the value of any securities or other events resulting property or assets distributed in any adjustment under the provisions lieu of this Section 7.1. (g) if, cash dividends or distributions paid in the opinion ordinary course at the option of the Directors, the provisions of this Section 7.1 are not strictly applicable, or if strictly applicable would not fairly protect the rights of the Holder in accordance with the intent and purposes hereof, the Directors shall make any adjustment in such provisions for the benefit of the Holder as the Directors deem appropriateshareholders.

Adjustment of Conversion Price. The Subject to the requirements of the TSXV or any other Recognized Stock Exchange on which the Debentures are then listed, if any, the Conversion Price in effect at any date shall be subject to adjustment from time to time as follows:set forth below. (a) if If and whenever at any time during prior to the Adjustment PeriodTime of Expiry, the Corporation shall: shall (i) subdivide, subdivide or redivide or change its the outstanding Common Shares into a greater number of such shares; or , (ii) reduce, combine or consolidate its the outstanding Common Shares into a smaller number of such shares; , or (iii) issue Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a dividend in the ordinary course, distribution (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares), or otherwise, the Conversion Price in effect on the effective date of such subdivision, redivision, change, reduction, combination or consolidationconsolidation or on the record date for such issue of Common Shares by way of a dividend or distribution, as the case may be, shall in the case of any of the events referred to in (i) above, and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or changedividend, or shall, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation in each case by multiplying the Conversion Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such dateconsolidation. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a6.4(a) shall occur;. Any such issue of Common Shares by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (c) and (d) of this Section 6.4. (b) if If and whenever at any time during prior to the Adjustment PeriodTime of Expiry, the Corporation shall fix a record date for the payment of a cash dividend or distribution to the holders of all or substantially all of the outstanding Common Shares in respect of any period of time, the Conversion Price shall be adjusted immediately after such record date so that it shall be equal to the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the denominator shall be the Current Market Price per Common Share on such record date and of which the numerator shall be the Current Market Price per Common Share on such record date minus the amount in cash per Common Share distributed to holders of Common Shares, provided that the Conversion Price so adjusted is not less than $1.25. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such cash dividend or distribution is not paid, the Conversion Price shall be re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed. (c) If and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date for the issuance of rightsoptions, options rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Twenty Day Weighted Average Trading Current Market Price of a Common Share on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Twenty Day Weighted Average Trading Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4) of such rights, options or warrants, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that (i) any Common Shares owned by or held for the account of the corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such adjustment shall be made successively whenever such a record date is fixed; (iii) to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be; (c) if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class, whether of the Corporation or any other corporation (including stock dividends), (ii) rights, options or warrants (excluding those referred to in Section 7.1(b)); (iii) evidences of its indebtedness or (iv) assets (including cash) of the Corporation, then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied plus a number of Common Shares equal to the number arrived at by dividing the Twenty Day Weighted Average Trading aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Current Market Price on such record date, less the fair market value (as determined by the Directors, subject to Section 7.4 of such shares, rights, options, warrants, evidences of indebtedness or assets so distributedper Common Share, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Twenty Day Weighted Average Trading Price provided that: (i) plus the total number of additional Common Shares owned by offered for subscription or held for purchase (or into which the account of the Corporation or any subsidiary shall be deemed not to be outstanding for the purpose of any such computation; (ii) such convertible securities so offered are convertible). Such adjustment shall be made successively whenever such a record date is fixed; (iii) to . To the extent that any such distribution is options, rights or warrants are not so madeissued or any such options, rights or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based if the number of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such shares or rightsoptions, options rights or warrants or evidences of indebtedness or assets actually distributedwere included in such fraction, as the case may be;. (d) if If and whenever at any time during prior to the Adjustment PeriodTime of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 7.1(a6.4(a) or a consolidation, amalgamation, arrangement or arrangement, binding share exchange, merger of the Corporation with or into any other body corporate, trust, partnership Person or acquisition of the Corporation or other entitycombination pursuant to which the Common Shares are converted into or acquired for cash, securities or other property; or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporatePerson (other than a direct or indirect wholly-owned Subsidiary of the Corporation) or a liquidation, trustdissolution or winding-up of the Corporation, partnership any holder of a Debenture who has not exercised its right of conversion prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, share exchange, acquisition, combination, sale or other entityconveyance or liquidation, the Holder shalldissolution or winding-up, upon the exercise of such right thereafter, shall, subject to the Conversion Rightimmediately following paragraph, be entitled to receive and shall accept, in lieu of the number of shares Common Shares then sought to be acquired by it, such amount of cash or the number of Common Shares shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity Person resulting from such merger, amalgamation, arrangement arrangement, acquisition, combination or consolidation, or to which such sale or conveyance may be mademade or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-up, as the case may be, that the Holder such holder of a Debenture would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or arrangement, merger, share exchange, acquisition, combination, sale or conveyanceconveyance or liquidation, dissolution or winding-up, if, on the record date or the effective date thereof, as the case may be, the Holder holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Conversion Right and a contemporaneous and equal adjustment shall be made conversion right. If determined appropriate by the Board, to give effect to or to evidence the Conversion Price; (e) in any case in which provisions of this Section 7.1(b) 6.4(d), the Corporation, its successor, or 7.1(c) require that an adjustment be made to the Conversion Price, no such adjustment shall be made if, subject to the prior approval of applicable stock exchanges the Holder receives the rights, options or warrants referred to in Section 7.1(b) or the share rights, options, warrants, evidences of indebtedness or assets referred to in Section 7.1(c)purchasing Person, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or winding-up, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in such kind this Indenture with respect to the rights and number interests thereafter of the holder of Debentures to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as it would have received if it had been nearly as may reasonably be, with respect to any cash, shares or other securities or property to which a holder of Common Shares Debentures is entitled on the applicable record date exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this Section 6.4(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 15. Any indenture entered into between the Corporation, any successor to the Corporation or effective datesuch purchasing Person and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 6.4(d) and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, share exchanges, acquisitions, combinations, sales or conveyances. Notice of any transaction to which this Section 6.4(d) applies shall be given in accordance with Section 6.9. Notwithstanding any other provision in this Indenture or in the form of any Debenture, if a holder would otherwise become entitled to receive, upon conversion of a Debenture, any property or securities (the “Ineligible Consideration”) that would not constitute prescribed securities for the purposes of Section 212(1)(b)(vii)(E) of the Tax Act as it applied on December 31, 2007 (“Prescribed Securities”), such holder shall not be entitled to receive such Ineligible Consideration upon conversion of the Debenture, but shall instead be entitled to receive Prescribed Securities of the Corporation (or a successor, as the case may be) with a fair market value equal to the fair market value of such Ineligible Consideration, as reasonably determined by the Board (which determination shall be conclusive and shall be evidenced by an Officer’s Certificate delivered to the Trustee); provided, however, that the Corporation or a successor, as the case may be, by virtue shall have the right (at the sole option of the Principal Sum having then been converted into Common Shares at Corporation or the Conversion Price in effect on the applicable record or effective datesuccessor, as the case may be; (f) but not the adjustments provided for in this Section 7.1 are cumulative, and shall, in the case of adjustments obligation to deliver such Ineligible Consideration to the Conversion Price be computed holder upon the conversion of the Debenture in lieu of such Prescribed Securities. At least 30 days prior to the nearest whole cent and shall apply effective date of a transaction that would otherwise cause holders of Debentures to successive subdivisionsbecome entitled to receive Ineligible Consideration upon a conversion of the Debentures, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions Corporation will give notice to such holders of this Section 7.1the consideration into which the Debentures will be convertible following such transaction. (ge) if, If the Corporation shall make a distribution to all or substantially all of the holders of Common Shares of shares in the opinion capital of the Directors, the provisions of this Section 7.1 are not strictly applicableCorporation other than Common Shares, or if strictly applicable would not fairly protect the rights evidences of indebtedness or other assets of the Holder in accordance with the intent and purposes hereofCorporation, the Directors shall make including securities (but excluding (x) any issuance of rights or warrants for which an adjustment in such provisions for the benefit of the Holder as the Directors deem appropriate.was made pursuant to Section 6.4(c) and