Common use of Adjustment of Subscription Rights Clause in Contracts

Adjustment of Subscription Rights. The above provisions are, however, subject to the following: (a) if shares of the Corporation are reclassified or the capital is otherwise reorganized and if the holder of this Warrant has not exercised its right of purchase prior to the effective date of such capital reorganization, upon the exercise of such right the holder of this Warrant shall be entitled to receive and shall accept in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable therefor, the number of shares or other securities of the Corporation resulting from such capital reorganization that such holder would have been entitled to receive on such capital reorganization if, on the effective date hereof, it had been the registered holder of the number of shares so subscribed for. (b) if there is a consolidation, amalgamation or merger of the Corporation or a sale of the property and assets of the Corporation as or substantially as an entirety to any other company, and if the holder of this warrant has not exercised its right of purchase prior to the effective date of such consolidation, amalgamation, merger or sale, upon the exercise of such right the holder of this Warrant shall be entitled to receive and shall accept in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable therefor, the number of shares or other securities or property of the Corporation or of the company resulting from such merger, amalgamation or consolidation or to which such sale may be made, as the case may be, that such holder would have been entitled to receive on such consolidation, amalgamation, merger or sale if, on the record date or the effective date thereof, as the case may be, it had been the registered holder of the number of shares so subscribed for. In any case, the necessary adjustments shall be made in the application of the provisions set forth in this Warrant with respect to the rights and interests hereafter of the holder of the Warrant to the end that the provisions set forth in this Warrant shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares or other securities or property to which the holder hereof is entitled on the exercise of its purchase rights thereafter. Any such adjustment shall be made by and set forth in a supplemental Warrant entered into and approved by the board of directors of the Corporation and shall for all purposes hereof be conclusively deemed to be an appropriate adjustment. (c) the adjustments provided for in this paragraph 4 are cumulative. After any adjustment pursuant to this paragraph, the term “shares” where used in the preceding subparagraphs of this paragraph 4 shall be interpreted to mean the shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the exercise of this Warrant, and the number of shares indicated in any subscription made pursuant to this Warrant shall be interpreted to mean the number of shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the full exercise of this Warrant entitling the holder thereof to purchase the number of shares so indicated. (d) if any question arises with respect to the adjustment provided for in this paragraph, such question shall be referred to the auditors of the Corporation and their determination shall be binding upon the Corporation and the holder of this Warrant.

Adjustment of Subscription Rights. The above provisions areSubject to Sections 2.15 and 2.16, however, subject if at any time after the date hereof and prior to the followingExpiry Time, and provided that any Special Warrants remain unexercised, there shall be: (a) if a reclassification of the Common Shares at any time or a change of the Common Shares into other shares or securities or a subdivision or consolidation of the Common Shares into a greater or lesser number of shares or any other capital reorganization; (b) a consolidation, amalgamation or merger of the Corporation are reclassified with or into any other corporation (other than a consolidation, amalgamation or merger which does not result in any reclassification of the capital is otherwise reorganized and if outstanding Common Shares or a change of the Common Shares into other Common Shares or securities); (c) a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity; or (d) an issue or distribution to the holders of all or substantially all of the Corporation's outstanding Common Shares or securities of the Corporation including rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares or any property or assets including any evidences of indebtedness, other than cash dividends paid in the ordinary course of the Corporation or securities issued pursuant to the Corporation's stock option plans, (any of such events being called a "Capital Reorganization"), the holder of this Warrant has not any Special Warrants that may thereafter be exercised its right of purchase prior to the effective date of such capital reorganization, upon the exercise of such right the holder of this Warrant acquire Common Shares shall be entitled to receive receive, and shall accept for no extra cost, in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable thereforCommon Shares to which he was theretofore entitled upon such exercise, the number kind and amount of shares or other securities of the Corporation resulting from such capital reorganization that or property which such holder would have been entitled to receive on as a result of such capital reorganization Capital Reorganization if, on the effective date hereofthereof or the record date, it as the case may be, he had been the registered holder of the number of shares so subscribed for. (b) if there is a consolidation, amalgamation or merger of the Corporation or a sale of the property and assets of the Corporation as or substantially as an entirety to any other company, and if the holder of this warrant has not exercised its right of purchase prior to the effective date of such consolidation, amalgamation, merger or sale, upon the exercise of such right the holder of this Warrant shall be Common Shares which he was theretofore entitled to receive and shall accept in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable therefor, the number of shares or other securities or property of the Corporation or of the company resulting from acquire upon such merger, amalgamation or consolidation or to which such sale may be made, as the case may be, that such holder would have been entitled to receive on such consolidation, amalgamation, merger or sale if, on the record date or the effective date thereof, as the case may be, it had been the registered holder of the number of shares so subscribed for. In any case, the necessary adjustments shall be made in the application of the provisions set forth in this Warrant with respect to the rights and interests hereafter of the holder of the Warrant to the end that the provisions set forth in this Warrant shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares or other securities or property to which the holder hereof is entitled on the exercise of its purchase rights thereafterexercise. Any such adjustment shall be made by and set forth in a supplemental Warrant entered into and approved by the board of directors of the Corporation and shall for all purposes hereof be conclusively deemed to be an appropriate adjustment. (c) the adjustments provided for in this paragraph 4 are cumulative. After any adjustment pursuant to this paragraph, the term “shares” where used in the preceding subparagraphs of this paragraph 4 shall be interpreted to mean the shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the exercise of this Warrant, and the number of shares indicated in any subscription made pursuant to this Warrant shall be interpreted to mean the number of shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the full exercise of this Warrant entitling the holder thereof to purchase the number of shares so indicated. (d) if any question arises with respect to the adjustment provided for in this paragraph, such question shall be referred to the auditors of the Corporation and their determination shall be binding upon the Corporation and the holder of this Warrant.such

Adjustment of Subscription Rights. The above provisions are, however, subscription rights attaching to the Special Warrants with respect to the Common Shares issuable upon the exercise or deemed exercise of the Special Warrants shall be subject to the followingadjustment from time to time as follows: (a) if shares of and whenever at any time from the date hereof and prior to the Expiry Time, the Corporation are reclassified or shall: (i) subdivide its outstanding Common Shares into a greater number of shares; or (ii) consolidate its outstanding Common Shares into a smaller number of shares; the capital is otherwise reorganized and if number of Common Shares obtainable upon the holder exercise of this each Special Warrant has not exercised its right of purchase prior shall be adjusted, at no cost to such holder, immediately after the effective date of such capital reorganization, upon subdivision or consolidation by multiplying the number of Common Shares theretofore obtainable on the exercise thereof by the fraction of which: (A) the numerator shall be the total number of Common Shares outstanding immediately after such date, or, in the case of the issuance of convertible securities, the total number of Common Shares outstanding immediately after such date plus the total number of Common Shares issuable upon conversion or exchange of such right convertible securities, and (B) the denominator shall be the total number of Common Shares outstanding immediately prior to such date, (a) shall occur (and all adjustments in this Subsection are cumulative); (b) if and whenever at any time from the date hereof and prior to the Expiry Time, the Corporation shall issue or distribute to the holders of all or substantially all of the Corporation's outstanding Common Shares any securities of the Corporation including rights, options or warrants to acquire shares of the Corporation or securities convertible into or exchangeable for shares of the Corporation or property or assets including evidences of indebtedness, the holder of this any Special Warrant who thereafter shall exercise or be deemed to have exercised his right to subscribe for Common Shares thereunder shall be entitled to receive receive, at no cost to such holder, and shall accept in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable thereforconsideration, in addition to the Common Shares to which he was theretofore entitled upon such exercise, the number kind and amount of shares securities or other securities of the Corporation resulting from such capital reorganization that property which such holder would have been entitled to receive on as a result of such capital reorganization issue or distribution as if, on the effective date hereofthereof, it he had been the registered holder of the number of shares Common Shares to which he was theretofore entitled upon such exercise and if determined appropriate by the directors, appropriate adjustments shall be made as a result of any such issue or distribution to the rights and interests of Special Warrantholders thereafter so subscribed for.that the provisions of this Article 4 shall thereafter apply correspondingly to any securities or other property thereafter deliverable upon the exercise of any Special Warrant and any such adjustments shall be made by and set forth in an agreement supplemental hereto approved by the directors and shall for all purposes be conclusively deemed to be appropriate adjustments; (c) if and whenever at any time from the date hereof and prior to the Expiry Time, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Subsections 4.1(a) or (b) if there is or a consolidation, amalgamation 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 entirety, any other company, and if the holder of this warrant Special Warrantholder who has not exercised its his right of purchase subscription prior to the effective date of such reclassification, reorganization, consolidation, amalgamation, merger merger, sale or saleconveyance, upon the exercise of such right the holder of this Warrant thereafter, shall be entitled to receive and shall accept in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable therefor, the kind and number of shares or other securities or property of the Corporation or of the company resulting from such merger, amalgamation or consolidation or to which such sale may be made, as the case may be, that such holder Special Warrantholder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, merger merger, sale or sale conveyance, if, on the record date or the effective date thereof, as the case may be, it the Special Warrantholder had been the registered holder of the number of shares so subscribed for. In any caseCommon Shares receivable upon the exercise of Special Warrants then held, subject to adjustment thereafter in accordance with provisions the necessary adjustments same, as nearly as may be possible, as those contained in this Section 4.1; provided that no such action shall be made in carried into effect unless all necessary steps shall have been taken so that the holders of the Special Warrants shall thereafter be entitled to receive such kind and number of shares or other securities and property. The Corporation, its successor, or the purchasing body corporate, partnership, trust or other entity, as the case may be, shall, as a condition precedent to any such reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, take all necessary steps hereunder to enter into an agreement which shall provide, to the extent possible, for the application of the provisions set forth in this Warrant Indenture with respect to the rights and interests hereafter thereafter of the holder of the Warrant Special Warrantholders to the end that the provisions set forth in this Warrant Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation with respect to any shares or other securities or property to which the holder hereof a Special Warrantholder is entitled on the exercise of its purchase rights his Special Warrants thereafter. Any such adjustment shall be made by and set forth in a supplemental Warrant agreement entered into and approved by the board of directors of between the Corporation and the Trustee pursuant to the provisions of this Subsection 4.1(c) shall be a supplemental agreement entered into pursuant to the provisions of Article 7 hereof. Any agreement entered into between the Corporation, any successor to the Corporation or any purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for all purposes hereof adjustments which shall be conclusively deemed as nearly equivalent as may be practicable to be an appropriate adjustment. (c) the adjustments provided for in this paragraph 4 are cumulative. After Section 4.1 and which shall apply to successive reclassifications, reorganizations, amalgamations, consolidations, mergers, sales or conveyances; (d) in any case in which this Section 4.1 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 Special Warrant exercising his subscription rights after such record date the additional Common Shares or other securities or property issuable upon such exercise 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, other securities or property, as the case may be, upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares, other securities or property, as the case may be, declared in favour of holders of record of Common Shares, other securities or property, as the case may be, on and after the date of exercise or such later date as such holder would but for the provisions of this Subsection 4.1(d), have become the holder of record of such additional Common Shares, other securities or property, as the case may be, pursuant to the due exercise of the Special Warrants held by such holder; (e) after any adjustment pursuant to this paragraphSection 4.1, the term “shares” "Common Shares" where used in the preceding subparagraphs of this paragraph 4 Indenture shall be interpreted to mean the shares securities of any class or classes which, as a result of such adjustment and all previous prior adjustments pursuant to this paragraphSection 4.1, the holder hereof would have been a Special Warrantholder is entitled to receive upon the exercise of this Warrantsuch holder's Special Warrants, and the number of shares Common Shares indicated in any subscription exercise made pursuant to this a Special Warrant shall be interpreted to mean include the number of shares whichCommon Shares and other property or securities a Special Warrantholder is entitled to receive, as a result of such adjustment and all previous prior adjustments pursuant to this paragraphSection, the holder hereof would have been entitled to receive upon the full exercise of this Warrant entitling the holder thereof to purchase the number of shares so indicated. (d) if any question arises with respect to the adjustment provided for in this paragraph, such question shall be referred to the auditors of the Corporation and their determination shall be binding upon the Corporation and the holder of this a Special Warrant.;

Adjustment of Subscription Rights. The above provisions areSubject to Sections 2.14 and 2.15, however, subject if at any time after the date hereof and prior to the followingExpiry Time, and provided that any Special Warrants remain unexercised, there shall be: (a) if a reclassification of the Common Shares at any time or a change of the Common Shares into other shares or securities or a subdivision or consolidation of the Common Shares into a greater or lesser number of shares or any other capital reorganization; (b) a consolidation, amalgamation or merger of the Corporation are reclassified with or into any other corporation (other than a consolidation, amalgamation or merger which does not result in any reclassification of the capital is otherwise reorganized and if outstanding Common Shares or a change of the Common Shares into other Common Shares or securities); (c) a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity; or (d) an issue or distribution to the holders of all or substantially all of the Corporation's outstanding Common Shares or securities of the Corporation including rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares or any property or assets including any evidences of indebtedness, other than cash dividends paid in the ordinary course of the Corporation or securities issued pursuant to the Corporation's stock option plans, (any of such events being called a "Capital Reorganization"), the holder of this Warrant has not any Special Warrants that may thereafter be exercised its right of purchase prior to the effective date of such capital reorganization, upon the exercise of such right the holder of this Warrant acquire Common Shares shall be entitled to receive receive, and shall accept for no extra cost, in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable thereforCommon Shares to which he was theretofore entitled upon such exercise, the number kind and amount of shares or other securities of the Corporation resulting from such capital reorganization that or property which such holder would have been entitled to receive on as a result of such capital reorganization Capital Reorganization if, on the effective date hereofthereof or the record date, it as the case may be, he had been the registered holder of the number of shares so subscribed for. (b) if there is a consolidation, amalgamation or merger of the Corporation or a sale of the property and assets of the Corporation as or substantially as an entirety to any other company, and if the holder of this warrant has not exercised its right of purchase prior to the effective date of such consolidation, amalgamation, merger or sale, upon the exercise of such right the holder of this Warrant shall be Common Shares which he was theretofore entitled to receive and shall accept in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable therefor, the number of shares or other securities or property of the Corporation or of the company resulting from acquire upon such merger, amalgamation or consolidation or to which such sale may be made, as the case may be, that such holder would have been entitled to receive on such consolidation, amalgamation, merger or sale if, on the record date or the effective date thereof, as the case may be, it had been the registered holder of the number of shares so subscribed for. In any case, the necessary adjustments shall be made in the application of the provisions set forth in this Warrant with respect to the rights and interests hereafter of the holder of the Warrant to the end that the provisions set forth in this Warrant shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares or other securities or property to which the holder hereof is entitled on the exercise of its purchase rights thereafterexercise. Any such adjustment adjustments shall be made by and set forth in a an indenture supplemental Warrant entered into and hereto approved by the board of directors of the Corporation and shall for all purposes hereof be conclusively prima facie deemed to be an appropriate adjustmentadjustment absent manifest error. (c) the adjustments provided for in this paragraph 4 are cumulative. After any adjustment pursuant to this paragraph, the term “shares” where used in the preceding subparagraphs of this paragraph 4 shall be interpreted to mean the shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the exercise of this Warrant, and the number of shares indicated in any subscription made pursuant to this Warrant shall be interpreted to mean the number of shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the full exercise of this Warrant entitling the holder thereof to purchase the number of shares so indicated. (d) if any question arises with respect to the adjustment provided for in this paragraph, such question shall be referred to the auditors of the Corporation and their determination shall be binding upon the Corporation and the holder of this Warrant.

Adjustment of Subscription Rights. The above provisions are, however, subscription rights attaching to the Special Warrants with respect to the Underlying Securities issuable upon the exercise or deemed exercise of the Special Warrants shall be subject to the followingadjustment from time to time as follows: (a) if shares of and whenever at any time from the Corporation are reclassified or the capital is otherwise reorganized date hereof and if the holder of this Warrant has not exercised its right of purchase prior to the Expiry Time, the Company shall: (i) subdivide its outstanding Common Shares into a greater number of shares; or (ii) consolidate its outstanding Common Shares into a smaller number of shares; the number of Underlying Securities obtainable upon the exercise or deemed exercise of each Special Warrant shall be adjusted, at no cost to such holder, immediately after the effective date of such capital reorganization, upon subdivision or consolidation to such number as the exercise holder would have held had the holder been the registered holder of the Underlying Securities on the effective date of such right subdivision or consolidation, and such adjustment shall be made successively whenever any event referred to in this Subsection 4.1(a) shall occur (and all adjustments in this Subsection are cumulative); (b) if and whenever at any time from the date hereof and prior to the Expiry Time, the Company shall issue or distribute to the holders of all or substantially all of the Company’s outstanding Common Shares or any securities of the Company including rights, options or warrants to acquire shares of the Company or securities convertible into or exchangeable for shares of the Company or property or assets including cash or evidences of indebtedness, the holder of this any Special Warrant who thereafter shall exercise or be deemed to have exercised his right to subscribe for the Underlying Securities thereunder shall be entitled to receive receive, at no cost to such holder, and shall accept in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable thereforconsideration, in addition to the Underlying Securities to which he was theretofore entitled upon such exercise or deemed exercise, the number kind and amount of shares securities or other securities of the Corporation resulting from such capital reorganization that property which such holder would have been entitled to receive on as a result of such capital reorganization issue or distribution as if, on the effective date hereofthereof, it he had been the registered holder of the number of shares Underlying Securities to which he was theretofore entitled upon such exercise or deemed exercise and if determined appropriate by the directors, appropriate adjustments shall be made as a result of any such issue or distribution to the rights and interests of Special Warrantholders thereafter so subscribed for.that the provisions of this Article 4 shall thereafter apply correspondingly to any securities or other property thereafter deliverable upon the exercise or deemed exercise of any Special Warrant and any such adjustments shall be made by and set forth in an agreement supplemental hereto approved by the directors and shall for all purposes be conclusively deemed to be appropriate adjustments; (c) if and whenever at any time from the date hereof and prior to the Expiry Time, there is a reclassification of the Common Shares or a capital reorganization of the Company other than as described in Subsections 4.1(a) or (b) if there is or a consolidation, amalgamation or merger of the Corporation Company 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 Company as an entirety or substantially as an entirety to entirety, any other company, and if the holder of this warrant Special Warrantholder who has not exercised its his right of purchase subscription prior to the effective date of such reclassification, reorganization, consolidation, amalgamation, merger merger, sale or saleconveyance, upon the exercise or deemed exercise of such right the holder of this Warrant thereafter, shall be entitled to receive and shall accept in lieu of the kind and number of shares then subscribed for by it but for the same aggregate consideration payable therefor, the number of shares or other securities or property of the Corporation or of the company resulting from such merger, amalgamation or consolidation or to which such sale may be made, as the case may be, that such holder Special Warrantholder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, merger merger, sale or sale conveyance, if, on the record date or the effective date thereof, as the case may be, it the Special Warrantholder had been the registered holder of the number of shares so subscribed for. In any caseUnderlying Securities receivable upon the exercise or deemed exercise of Special Warrants then held, subject to adjustment thereafter in accordance with provisions the necessary adjustments same, as nearly as may be possible, as those contained in this Section 4.1; provided that no such action shall be made in carried into effect unless all necessary steps shall have been taken so that the holders of the Special Warrants shall thereafter be entitled to receive such kind and number of securities and property. The Company, its successor, or the purchasing body corporate, partnership, trust or other entity, as the case may be, shall, as a condition precedent to any such reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, take all necessary steps hereunder to enter into an agreement which shall provide, to the extent possible, for the application of the provisions set forth in this Warrant Indenture with respect to the rights and interests hereafter thereafter of the holder of the Warrant Special Warrantholders to the end that the provisions set forth in this Warrant Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation with respect to any shares or other securities or property to which the holder hereof a Special Warrantholder is entitled on the exercise or deemed exercise of its purchase rights his Special Warrants thereafter. Any such agreement entered into between the Company and the Trustee pursuant to the provisions of this Subsection 4.1(c) shall be a supplemental agreement entered into pursuant to the provisions of Article 7 hereof. Any agreement entered into between the Company, any successor to the Company or any purchasing body corporate, partnership, trust 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 4.1 and which shall apply to successive reclassifications, reorganizations, amalgamations, consolidations, mergers, sales or conveyances; (d) in any case in which this Section 4.1 shall require that an adjustment shall be made by and set forth in become effective immediately after a supplemental record date for an event referred to herein, the Company may defer, until the occurrence of such event, issuing to the holder of any Special Warrant entered into and approved by the board of directors of the Corporation and shall for all purposes hereof be conclusively exercising or deemed to be exercising his subscription rights after such record date the additional securities or property issuable upon such exercise or deemed exercise by reason of the adjustment required by such event; provided, however, that the Company shall deliver to such holder an appropriate adjustment.instrument evidencing such holder’s right to receive such additional securities or property, as the case may be, upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional securities or property, as the case may be, declared in favour of holders of record of such securities or property, as the case may be, on and after the date of exercise or deemed exercise or such later date as such holder would but for the provisions of this Subsection 4.1(d), have become the holder of record of such additional securities or property, as the case may be, pursuant to the exercise or deemed exercise of the Special Warrants held by such holder; (ce) the adjustments provided for in this paragraph 4 are cumulative. After after any adjustment pursuant to this paragraphSection 4.1, the term “sharesUnderlying Securities” where used in the preceding subparagraphs of this paragraph 4 Indenture shall be interpreted to mean the shares securities of any class or classes which, as a result of such adjustment and all previous prior adjustments pursuant to this paragraphSection 4.1, the holder hereof would have been a Special Warrantholder is entitled to receive upon the exercise or deemed exercise of this Warrantsuch holder’s Special Warrants, and the number of shares Common Shares and Warrants indicated in any subscription exercise made pursuant to this a Special Warrant shall be interpreted to mean include the number of shares whichother securities or property a Special Warrantholder is entitled to receive, as a result of such adjustment and all previous prior adjustments pursuant to this paragraphSection, the holder hereof would have been entitled to receive upon the full exercise or deemed exercise of this Warrant entitling the holder thereof to purchase the number of shares so indicated. (d) if any question arises with respect to the adjustment provided for in this paragraph, such question shall be referred to the auditors of the Corporation and their determination shall be binding upon the Corporation and the holder of this a Special Warrant.;

Adjustment of Subscription Rights. The above provisions are, however, subject 4.1 If and whenever at any time after the date hereof and prior to the followingExpiry Time there shall be a Company Reorganization, the Holder shall thereafter upon the exercise of the Warrants be entitled to receive, and shall accept, in lieu of the number of Common Shares to which the Holder was entitled to upon such exercise, the kind and amount of shares, other securities or property which the Holder would have been entitled to receive as a result of such Company Reorganization if the Holder had been the registered holder of the number of Common Shares on the record date or effective date thereof, as the case may be, to which the Holder was entitled to upon exercise of the Warrants. If necessary, appropriate adjustments shall be made in the application of the provisions set out herein with respect to the rights and interests of the Holder after the consummation of the Company Reorganization to the end that the provisions set out herein 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 exercise of the Warrants represented hereby. 4.2 If and whenever at any time after the date hereof and prior to the Expiry Time: (a) if shares of a Common Share Reorganization takes place and the Corporation are reclassified Holder holds Warrants that have not been exercised on or the capital is otherwise reorganized and if the holder of this Warrant has not exercised its right of purchase prior to the effective date or record date of such capital reorganizationCommon Share Reorganization, as the case may be, upon the exercise of such right thereafter then the holder of this Warrant Holder shall be entitled to receive and shall accept in lieu of the number of shares Common Shares which would otherwise then have been subscribed for by it but for the same aggregate consideration payable thereforHolder, at the Exercise Price as adjusted in accordance with Section 4.2(b), the aggregate number of shares Common Shares or other securities of convertible into or exchangeable for Common Shares, or both, that the Corporation resulting from such capital reorganization that such holder Holder would have been entitled to receive as a result of such Common Share Reorganization, on such capital reorganization ifrecord date or effective date, on as the effective date hereofcase may be, it had the Holder been the registered holder of the number of shares Common Shares so subscribed for.; and (b) if there is the Exercise Price in effect on the effective date (subject to the last sentence of this Section 4.2(b)) of such Common Share Reorganization shall be adjusted by multiplying the Exercise Price then in effect by a consolidationfraction, amalgamation or merger the numerator of which shall be the number of Common Shares outstanding immediately prior to such event and the denominator of which shall be the number of Common Shares outstanding immediately following such event. For the purposes of the Corporation adjustment contemplated hereby, the expression "number of Common Shares outstanding" at any time shall include all Common Shares issuable upon exercise of all outstanding rights to acquire Common Shares, the exercise of which is not subject to any condition or limitation which has not been satisfied at that time. Any such issue of Common Shares by way of a sale stock dividend will be deemed to have been made on the record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares under this Section 4.2(b). 4.3 If and whenever at any time after the date hereof and prior to the Expiry Time the Company shall fix a record date for the issuance or distribution to all or substantially all of the holders of Common Shares of: (i) securities of the Company, including without limitation shares, rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into or exchangeable into any such shares; (ii) evidences of indebtedness (including indebtedness of the Company); or (ii) property and or other assets of the Corporation Company, and if such issuance 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"), then the Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution by multiplying the Exercise Price in effect on such record date by a fraction: (a) the numerator of which shall be: (i) the product of the number of Common Shares outstanding on such record date and the Current Market Price of a Common Share on such record date, less (ii) the aggregate fair market value, as determined by the board of directors of the Company, of the securities, evidences of indebtedness or property or other assets issued or distributed in the Special Distribution, and (b) the denominator of which shall be the product of the number of Common Shares outstanding on such record date and the Current Market Price of a Common Share on such record date. 4.4 If and whenever at any time after the date hereof and prior to the Expiry Time the Company shall issue to all or substantially as all of the holders of Common Shares rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (the "Rights Period"), to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per Common Share to the holder (or at an entirety exchange or conversion price per share at the date of issue of such securities to the holder in the case of securities exchangeable for or convertible into Common Shares) of less than 85% of the Current Market Price of a Common Share on such record date (any other companyof such events being called a "Rights Offering"), and if the holder Company does not provide the opportunity to participate in the Rights Offering on the same terms and conditions applicable to holders of Common Shares in respect of the Common Shares to be issued to the Holder on the exercise of the Warrants, then the Exercise Price shall be adjusted effective immediately as of the record date for the Rights Offering by multiplying the Exercise Price in effect immediately prior to such record date by a fraction: (a) the numerator of which shall be the aggregate of: (i) the number of Common Shares outstanding as of the record date for the Rights Offering, and (ii) a number determined by dividing A. the amount equal to the aggregate consideration payable on the exercise of all of the rights, warrants and options under the Rights Offering plus the aggregate consideration, if any, payable on the exchange or conversion of the securities exchangeable for or convertible into Common Shares issued upon exercise of such rights, warrants or options (assuming the exercise of all rights, warrants and options under the Rights Offering and assuming the exchange or conversion of all securities exchangeable for or convertible into Common Shares issued upon exercise of such rights, warrants and options); by B. the Current Market Price of a Common Share as of the record date for the Rights Offering, and (b) the denominator of which shall be the number of Common Shares which would be outstanding after giving effect to the Rights Offering (assuming the exercise of all of the rights, warrants or options under the Rights Offering and assuming the exchange or conversion into Common Shares of all securities exchangeable for or convertible into Common Shares issued upon exercise of such rights, warrants or options, if any). If by the terms of the rights, options or warrants referred to in this Section 4.4 there is more than one purchase, conversion or exchange price per Common Share, the 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, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be. To the extent that any adjustment in Exercise Price occurs pursuant to this Section 4.4 as a result of the fixing by the Company of a record date for a Rights Offering, the Exercise Price shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiration, and shall be further readjusted in such manner upon expiration of any further such right. 4.5 Notwithstanding anything to the contrary set forth in this Warrant Certificate, if, in the opinion of the board of directors of the Company, acting reasonably, at any time prior to the Expiry Time the Company takes any other action affecting its capital: (a) to which the foregoing provisions of Sections 4.1, 4.2, 4.3 or 4.4 are not strictly applicable or, if strictly applicable, would not fairly adjust the rights of the Holder against dilution in accordance with the intent and purposes thereof; or (b) which would otherwise materially affect the rights of the Holder hereunder, then the board of directors of the Company shall, subject to any requisite regulatory approval, adjust such rights as aforesaid in such a manner as the board of directors of the Company, acting reasonably, determines is equitable in the circumstances. 4.6 The adjustments provided for herein: (a) are cumulative and shall apply to successive events resulting in any adjustment under Sections 4.1, 4.2, 4.3, 4.4 or 4.5; (b) are intended to preserve the economic value of the Warrants, not to enhance or diminish their value; (c) shall, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth of one cent but shall not be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price; provided, however, that any adjustments which, except for the provisions of this warrant has Section 4.6(c) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment; and (d) shall, in respect of the Common Shares to be issued to the Holder on the exercise of the Warrants, not be required unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which, except for the provisions of this Section 4.6(d) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. 4.7 In any case of an event for which an adjustment shall be effective immediately after a record date for an event referred to herein, the Company may defer, until the completion of such an event, issuing to the Holder of any Warrant exercised its after such record date and before the completion of such event the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company shall deliver or cause to be delivered to the Holder an appropriate instrument evidencing such Holder's right, upon the completion of the event requiring the adjustment, to receive the additional Common Shares and the right to receive any dividends or other distributions which, but for the provisions of purchase this Section 4.7, such person or persons would have been entitled to receive in respect of such additional Common Shares from and after the date that the Warrant was exercised in respect thereof. 4.8 At least 10 days prior to the effective date of such consolidation, amalgamation, merger or sale, upon the exercise of such right the holder of this Warrant shall be entitled to receive and shall accept in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable therefor, the number of shares or other securities or property of the Corporation or of the company resulting from such merger, amalgamation or consolidation or to which such sale may be maderecord date, as the case may be, of any event which requires or may require adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price or the number of Common Shares which are purchasable upon the exercise thereof, or such longer period of notice as the Company is otherwise by law required to provide holders of Common Shares in respect of any such event, the Company shall notify the Holder of the particulars of such event and, if determinable, the required adjustment and the computation of such adjustment. In the event that the adjustment for which such holder would have notice has been entitled given is not then determinable, the Company shall promptly after such adjustment is determinable notify the Holder of the adjustment and the computation of such adjustment. On the happening of each and every such event, the applicable provisions of this Warrant Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Company shall take all necessary action so as to comply with such provisions as so amended. 4.9 If the Company shall set a record date to determine the holders of the shares for the purpose of entitling them to receive on any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such consolidationshareholders of any such dividend, amalgamationdistribution or subscription or purchase rights, merger legally abandon its plan to pay or sale ifdeliver such dividend, on distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date. 4.10 In the absence of a resolution of the board of directors of the Company fixing a record date for any dividend or distribution or any Rights Offering or Special Distribution, the Company shall be deemed to have fixed as the record date therefor the date on which such dividend or distribution is effected. 4.11 Any Common Shares owned by or held for the effective date thereof, as the case may be, it had been the registered holder account of the number Company or any subsidiary of shares so subscribed for. In any case, the necessary adjustments Company shall be made in deemed not to be outstanding for the application purpose of the provisions set forth in this Warrant any computation under Sections 4.1, 4.2, 4.3 or 4.4. 4.12 Any question arising with respect to the rights and interests hereafter adjustments provided herein shall be conclusively determined by the auditors of the holder Company (or if they are unable or unwilling to act, by such other firm of the Warrant to the end that the provisions set forth in this Warrant shall thereafter correspondingly be made applicable, as nearly independent chartered accountants as may reasonably be, in relation to any shares or other securities or property to which the holder hereof is entitled on the exercise of its purchase rights thereafter. Any such adjustment shall be made by and set forth in a supplemental Warrant entered into and approved selected by the board of directors of the Corporation and Company), who shall for have access to all purposes hereof be conclusively deemed to be an appropriate adjustment. (c) necessary records of the adjustments provided for in this paragraph 4 are cumulative. After any adjustment pursuant to this paragraph, the term “shares” where used in the preceding subparagraphs of this paragraph 4 shall be interpreted to mean the shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the exercise of this WarrantCompany, and the number determination by the auditors or of shares indicated in any subscription made pursuant to this Warrant shall be interpreted to mean the number of shares whichsuch accountants, as a result of all previous adjustments pursuant to this paragraphapplicable, the holder hereof would have been entitled to receive upon the full exercise of this Warrant entitling the holder thereof to purchase the number of shares so indicated. (d) if any question arises with respect to the adjustment provided for in this paragraph, such question shall be referred to the auditors of the Corporation and their determination shall be binding upon the Corporation Company and the holder Holder. Notwithstanding the foregoing, if the Common Shares are listed on any stock exchange, such determination shall be subject to the prior written approval of this Warrantsuch stock exchange.

Adjustment of Subscription Rights. The above provisions are, however, subject 4.1 If and whenever at any time after the date hereof and prior to the followingExpiry Time there shall be a Company Reorganization, the Holder shall thereafter upon the exercise of the Warrants be entitled to receive, and shall accept, in lieu of the number of Common Shares to which the Holder was entitled to upon such exercise, the kind and amount of shares, other securities or property which the Holder would have been entitled to receive as a result of such Company Reorganization if the Holder had been the registered holder of the number of Common Shares on the record date or effective date thereof, as the case may be, to which the Holder was entitled to upon exercise of the Warrants. If necessary, appropriate adjustments shall be made in the application of the provisions set out herein with respect to the rights and interests of the Holder after the consummation of the Company Reorganization to the end that the provisions set out herein 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 exercise of the Warrants represented hereby. 4.2 If and whenever at any time after the date hereof and prior to the Expiry Time: (a) if shares of a Common Share Reorganization takes place and the Corporation are reclassified Holder holds Warrants that have not been exercised on or the capital is otherwise reorganized and if the holder of this Warrant has not exercised its right of purchase prior to the effective date or record date of such capital reorganizationCommon Share Reorganization, as the case may be, upon the exercise of such right thereafter then the holder of this Warrant Holder shall be entitled to receive and shall accept in lieu of the number of shares Common Shares which would otherwise then have been subscribed for by it but for the same aggregate consideration payable thereforHolder, at the Exercise Price as adjusted in accordance with Section 4.2(b), the aggregate number of shares Common Shares or other securities of convertible into or exchangeable for Common Shares, or both, that the Corporation resulting from such capital reorganization that such holder Holder would have been entitled to receive as a result of such Common Share Reorganization, on such capital reorganization ifrecord date or effective date, on as the effective date hereofcase may be, it had the Holder been the registered holder of the number of shares Common Shares so subscribed for.; and (b) if there is a consolidation, amalgamation or merger of the Corporation or a sale of the property and assets of the Corporation as or substantially as an entirety to any other company, and if the holder of this warrant has not exercised its right of purchase prior to Exercise Price in effect on the effective date (subject to the last sentence of this Section 4.2(b)) of such consolidationCommon Share Reorganization shall be adjusted by multiplying the Exercise Price then in effect by a fraction, amalgamationthe numerator of which shall be the number of Common Shares outstanding immediately prior to such event and the denominator of which shall be the number of Common Shares outstanding immediately following such event. For the purposes of the adjustment contemplated hereby, merger or salethe expression "number of Common Shares outstanding" at any time shall include all Common Shares issuable upon exercise of all outstanding rights to acquire Common Shares, upon the exercise of which is not subject to any condition or limitation which has not been satisfied at that time. Any such right the holder issue of this Warrant shall Common Shares by way of a stock dividend will be entitled deemed to receive and shall accept in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable therefor, the number of shares or other securities or property of the Corporation or of the company resulting from such merger, amalgamation or consolidation or to which such sale may be made, as the case may be, that such holder would have been entitled to receive on such consolidation, amalgamation, merger or sale if, made on the record date or for the effective date thereof, as stock dividend for the case may be, it had been the registered holder purpose of calculating the number of outstanding Common Shares under this Section 4.2(b). 4.3 If and whenever at any time after the date hereof and prior to the Expiry Time the Company shall fix a record date for the issuance or distribution to all or substantially all of the holders of Common Shares of: (i) securities of the Company, including without limitation shares, rights, options or warrants to acquire shares so subscribed for. In of any caseclass or securities exchangeable for or convertible into or exchangeable into any such shares; (ii) evidences of indebtedness (including indebtedness of the Company); or (ii) property or other assets of the Company, and if such issuance 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"), then the necessary adjustments Exercise Price shall be made adjusted effective immediately after the record date for the Special Distribution by multiplying the Exercise Price in the application of the provisions set forth in this Warrant with respect to the rights and interests hereafter of the holder of the Warrant to the end that the provisions set forth in this Warrant shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares or other securities or property to which the holder hereof is entitled effect on the exercise of its purchase rights thereafter. Any such adjustment shall be made record date by and set forth in a supplemental Warrant entered into and approved by the board of directors of the Corporation and shall for all purposes hereof be conclusively deemed to be an appropriate adjustment. (c) the adjustments provided for in this paragraph 4 are cumulative. After any adjustment pursuant to this paragraph, the term “shares” where used in the preceding subparagraphs of this paragraph 4 shall be interpreted to mean the shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the exercise of this Warrant, and the number of shares indicated in any subscription made pursuant to this Warrant shall be interpreted to mean the number of shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the full exercise of this Warrant entitling the holder thereof to purchase the number of shares so indicated. (d) if any question arises with respect to the adjustment provided for in this paragraph, such question shall be referred to the auditors of the Corporation and their determination shall be binding upon the Corporation and the holder of this Warrant.fraction:

Adjustment of Subscription Rights. The above provisions are, however, subject 4.1 If and whenever at any time after the date hereof and prior to the followingExpiry Time there shall be a Corporation Reorganization, the Holder shall thereafter upon the exercise of the Warrants be entitled to receive, and shall accept, in lieu of the number of Common Shares to which the Holder was entitled to upon such exercise, the kind and amount of shares, other securities or property which the Holder would have been entitled to receive as a result of such Corporation Reorganization if the Holder had been the registered holder of the number of Common Shares on the record date or effective date thereof, as the case may be, to which the Holder was entitled to upon exercise of the Warrants. If necessary, appropriate adjustments shall be made in the application of the provisions set out herein with respect to the rights and interests of the Holder after the consummation of the Corporation Reorganization to the end that the provisions set out herein 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 exercise of the Warrants represented hereby. 4.2 If and whenever at any time after the date hereof and prior to the Expiry Time: (a) if shares of a Common Share Reorganization takes place and the Corporation are reclassified Holder holds Warrants that have not been exercised on or the capital is otherwise reorganized and if the holder of this Warrant has not exercised its right of purchase prior to the effective date or record date of such capital reorganizationCommon Share Reorganization, as the case may be, upon the exercise of such right thereafter then the holder of this Warrant Holder shall be entitled to receive and shall accept in lieu of the number of shares Common Shares which would otherwise then have been subscribed for by it but for the same aggregate consideration payable thereforHolder, at the Exercise Price as adjusted in accordance with Section 4.2(b), the aggregate number of shares Common Shares or other securities of convertible into or exchangeable for Common Shares, or both, that the Corporation resulting from such capital reorganization that such holder Holder would have been entitled to receive as a result of such Common Share Reorganization, on such capital reorganization ifrecord date or effective date, on as the effective date hereofcase may be, it had the Holder been the registered holder of the number of shares Common Shares so subscribed for.; and (b) the Exercise Price in effect on the effective date (subject to the last sentence of this Section 4.2(b)) of such Common Share Reorganization shall be adjusted by multiplying the Exercise Price then in effect by a fraction, the numerator of which shall be the number of Common Shares outstanding immediately prior to such event and the denominator of which shall be the number of Common Shares outstanding immediately following such event. For the purposes of the adjustment contemplated hereby, the expression “number of Common Shares outstanding” at any time shall include all Common Shares issuable upon exercise of all outstanding rights to acquire Common Shares, the exercise of which is not subject to any condition or limitation which has not been satisfied at that time. Any such issue of Common Shares by way of a stock dividend will be deemed to have been made on the record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares under this Section 4.2(b). 4.3 If and whenever at any time after the date hereof and prior to the Expiry Time the Corporation shall fix a record date for the issuance or distribution to all or substantially all of the holders of Common Shares of: (i) securities of the Corporation, including without limitation shares, rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into or exchangeable into any such shares; (ii) evidences of indebtedness (including indebtedness of the Corporation); or (iii) property or other assets of the Corporation, and if there is such issuance or distribution does not constitute a consolidationCommon Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), amalgamation then the Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution by multiplying the Exercise Price in effect on such record date by a fraction: (a) the numerator of which shall be: (i) the product of the number of Common Shares outstanding on such record date and the Current Market Price of a Common Share on such record date, less (ii) the aggregate fair market value, as determined by the board of directors of the Corporation, of the securities, evidences of indebtedness or merger property or other assets issued or distributed in the Special Distribution, and (b) the denominator of which shall be the product of the number of Common Shares outstanding on such record date and the Current Market Price of a Common Share on such record date. 4.4 Notwithstanding anything to the contrary set forth in this Warrant Certificate, if, in the opinion of the board of directors of the Corporation, acting reasonably, at any time prior to the Expiry Time the Corporation takes any other action affecting its capital: (a) to which the foregoing provisions of Sections 4.1, 4.2 or 4.3 are not strictly applicable or, if strictly applicable, would not fairly adjust the rights of the Holder against dilution in accordance with the intent and purposes thereof; or (b) which would otherwise materially affect the rights of the Holder hereunder, then the board of directors of the Corporation or has the rightl, subject to any requisite regulatory approval, to adjust such rights as aforesaid in such a sale manner as the board of directors of the property Corporation, acting reasonably, determines is equitable in the circumstances. 4.5 The adjustments provided for herein: (a) are cumulative and assets shall apply to successive events resulting in any adjustment under Sections 4.1, 4.2, 4.3 or 4.4; (b) are intended to preserve the economic value of the Corporation as Warrants, not to enhance or substantially as an entirety diminish their value; (c) shall, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth of one cent but shall not be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price; provided, however, that any other companyadjustments which, and if except for the holder provisions of this warrant has Section 4.5(c) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment; and (d) shall, in respect of the Common Shares to be issued to the Holder on the exercise of the Warrants, not be required unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which, except for the provisions of this Section 4.5(d) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. 4.6 In any case of an event for which an adjustment shall be effective immediately after a record date for an event referred to herein, the Corporation may defer, until the completion of such an event, issuing to the Holder of any Warrant exercised its after such record date and before the completion of such event the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Corporation shall deliver or cause to be delivered to the Holder an appropriate instrument evidencing such Xxxxxx’s right, upon the completion of the event requiring the adjustment, to receive the additional Common Shares and the right to receive any dividends or other distributions which, but for the provisions of purchase this Section 4.7, such person or persons would have been entitled to receive in respect of such additional Common Shares from and after the date that the Warrant was exercised in respect thereof. 4.7 At least 10 days prior to the effective date of such consolidation, amalgamation, merger or sale, upon the exercise of such right the holder of this Warrant shall be entitled to receive and shall accept in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable therefor, the number of shares or other securities or property of the Corporation or of the company resulting from such merger, amalgamation or consolidation or to which such sale may be maderecord date, as the case may be, of any event which requires or may require adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price or the number of Common Shares which are purchasable upon the exercise thereof, or such longer period of notice as the Corporation is otherwise by law required to provide holders of Common Shares in respect of any such event, the Corporation shall notify the Holder of the particulars of such event and, if determinable, the required adjustment and the computation of such adjustment. In the event that the adjustment for which such holder would have notice has been entitled given is not then determinable, the Corporation shall promptly after such adjustment is determinable notify the Holder of the adjustment and the computation of such adjustment. On the happening of each and every such event, the applicable provisions of this Warrant Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Corporation shall take all necessary action so as to comply with such provisions as so amended. 4.8 If the Corporation shall set a record date to determine the holders of the shares for the purpose of entitling them to receive on any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such consolidationshareholders of any such dividend, amalgamationdistribution or subscription or purchase rights, merger legally abandon its plan to pay or sale ifdeliver such dividend, on distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date. 4.9 In the absence of a resolution of the board of directors of the Corporation fixing a record date for any dividend or distribution or Special Distribution, the Corporation shall be deemed to have fixed as the record date therefor the date on which such dividend or distribution is effected. 4.10 Any Common Shares owned by or held for the effective date thereof, as the case may be, it had been the registered holder account of the number Corporation or any subsidiary of shares so subscribed for. In any case, the necessary adjustments Corporation shall be made in deemed not to be outstanding for the application purpose of the provisions set forth in this Warrant any computation under Sections 4.1, 4.2 or 4.3. 4.11 Any question arising with respect to the rights and interests hereafter adjustments provided herein shall be conclusively determined by the auditors of the holder Corporation (or if they are unable or unwilling to act, by such other firm of the Warrant to the end that the provisions set forth in this Warrant shall thereafter correspondingly be made applicable, as nearly independent chartered accountants as may reasonably be, in relation to any shares or other securities or property to which the holder hereof is entitled on the exercise of its purchase rights thereafter. Any such adjustment shall be made by and set forth in a supplemental Warrant entered into and approved selected by the board of directors of the Corporation), who shall have access to all necessary records of the Corporation and shall for all purposes hereof be conclusively deemed to be an appropriate adjustment. (c) or, if requested in writing by the adjustments provided for in this paragraph 4 are cumulative. After any adjustment Holder, by a single arbitrator pursuant to this paragraph, the term “shares” where used in the preceding subparagraphs of this paragraph 4 shall be interpreted to mean the shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the exercise of this WarrantCommercial Arbitration Act (British Columbia), and the number determination by the auditors or of shares indicated in any subscription made pursuant to this Warrant shall be interpreted to mean the number of shares whichsuch accountants or arbitrator, as a result of all previous adjustments pursuant to this paragraphapplicable, the holder hereof would have been entitled to receive upon the full exercise of this Warrant entitling the holder thereof to purchase the number of shares so indicated. (d) if any question arises with respect to the adjustment provided for in this paragraph, such question shall be referred to the auditors of the Corporation and their determination shall be binding upon the Corporation and the holder Holder. Notwithstanding the foregoing, if the Common Shares are listed on the CSE, such determination shall be subject to the prior written approval of this Warrantthe CSE.

Adjustment of Subscription Rights. The above provisions areSubject to Section 4.1A, however, the subscription rights attaching to the Special Warrants with respect to the Common Shares issuable upon the exercise or deemed exercise of the Special Warrants shall be subject to the followingadjustment from time to time as follows: (a) if shares of and whenever at any time from the Corporation are reclassified or the capital is otherwise reorganized date hereof and if the holder of this Warrant has not exercised its right of purchase prior to the Expiry Time, the Company shall: (i) subdivide its outstanding Common Shares into a greater number of shares; or (ii) consolidate its outstanding Common Shares into a smaller number of shares; the number of Common Shares obtainable upon the exercise or deemed exercise of each Special Warrant shall be adjusted, at no cost to such holder, immediately after the effective date of such capital reorganization, upon subdivision or consolidation by multiplying the number of Common Shares theretofore obtainable on the exercise or deemed exercise thereof by the fraction of which: (A) the numerator shall be the total number of Common Shares outstanding immediately after such date, or, in the case of the issuance of convertible securities, the total number of Common Shares outstanding immediately after such date plus the total number of Common Shares issuable upon conversion or exchange of such right convertible securities, and (B) the denominator shall be the total number of Common Shares outstanding immediately prior to such date, (a) shall occur (and all adjustments in this Subsection are cumulative); (b) if and whenever at any time from the date hereof and prior to the Expiry Time, the Company shall issue or distribute to the holders of all or substantially all of the Company's outstanding Common Shares or any securities of the Company including rights, options or warrants to acquire shares of the Company or securities convertible into or exchangeable for shares of the Company or property or assets including cash or evidences of indebtedness, the holder of this any Special Warrant who thereafter shall exercise or be deemed to have exercised his right to subscribe for Common Shares thereunder shall be entitled to receive receive, at no cost to such holder, and shall accept in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable thereforconsideration, in addition to the Common Shares to which he was theretofore entitled upon such exercise or deemed exercise, the number kind and amount of shares securities or other securities of the Corporation resulting from such capital reorganization that property which such holder would have been entitled to receive on as a result of such capital reorganization issue or distribution as if, on the effective date hereofthereof, it he had been the registered holder of the number of shares Common Shares to which he was theretofore entitled upon such exercise or deemed exercise and if determined appropriate by the directors, appropriate adjustments shall be made as a result of any such issue or distribution to the rights and interests of Special Warrantholders thereafter so subscribed for.that the provisions of this Article 4 shall thereafter apply correspondingly to any securities or other property thereafter deliverable upon the exercise or deemed exercise of any Special Warrant and any such adjustments shall be made by and set forth in an agreement supplemental hereto approved by the directors and shall for all purposes be conclusively deemed to be appropriate adjustments; (c) if and whenever at any time from the date hereof and prior to the Expiry Time, there is a reclassification of the Common Shares or a capital reorganization of the Company other than as described in Subsections 4.1(a) or (b) if there is or a consolidation, amalgamation or merger of the Corporation Company 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 Company as an entirety or substantially as an entirety to entirety, any other company, and if the holder of this warrant Special Warrantholder who has not exercised its his right of purchase subscription prior to the effective date of such reclassification, reorganization, consolidation, amalgamation, merger merger, sale or saleconveyance, upon the exercise or deemed exercise of such right the holder of this Warrant thereafter, shall be entitled to receive and shall accept in lieu of the kind and number of shares then subscribed for by it but for the same aggregate consideration payable therefor, the number of shares or other securities or property of the Corporation or of the company resulting from such merger, amalgamation or consolidation or to which such sale may be made, as the case may be, that such holder Special Warrantholder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, merger merger, sale or sale conveyance, if, on the record date or the effective date thereof, as the case may be, it the Special Warrantholder had been the registered holder of the number of shares so subscribed for. In any caseCommon Shares receivable upon the exercise or deemed exercise of Special Warrants then held, subject to adjustment thereafter in accordance with provisions the necessary adjustments same, as nearly as may be possible, as those contained in this Section 4.1; provided that no such action shall be made in carried into effect unless all necessary steps shall have been taken so that the holders of the Special Warrants shall thereafter be entitled to receive such kind and number of securities and property. The Company, its successor, or the purchasing body corporate, partnership, trust or other entity, as the case may be, shall, as a condition precedent to any such reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, take all necessary steps hereunder to enter into an agreement which shall provide, to the extent possible, for the application of the provisions set forth in this Warrant Indenture with respect to the rights and interests hereafter thereafter of the holder of the Warrant Special Warrantholders to the end that the provisions set forth in this Warrant Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation with respect to any shares or other securities or property to which the holder hereof a Special Warrantholder is entitled on the exercise or deemed exercise of its purchase rights his Special Warrants thereafter. Any such agreement entered into between the Company and the Trustee pursuant to the provisions of this Subsection 4.1(c) shall be a supplemental agreement entered into pursuant to the provisions of Article 7 hereof. Any agreement entered into between the Company, any successor to the Company or any purchasing body corporate, partnership, trust 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 4.1 and which shall apply to successive reclassifications, reorganizations, amalgamations, consolidations, mergers, sales or conveyances; (d) in any case in which this Section 4.1 shall require that an adjustment shall be made by and set forth in become effective immediately after a supplemental record date for an event referred to herein, the Company may defer, until the occurrence of such event, issuing to the holder of any Special Warrant entered into and approved by the board of directors of the Corporation and shall for all purposes hereof be conclusively exercising or deemed to be exercising his subscription rights after such record date the additional Common Shares or other securities or property issuable upon such exercise or deemed exercise by reason of the adjustment required by such event; provided, however, that the Company shall deliver to such holder an appropriate adjustment.instrument evidencing such holder's right to receive such additional Common Shares or other securities or property, as the case may be, upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property, as the case may be, declared in favour of holders of record of Common Shares or other securities or property, as the case may be, on and after the date of exercise or deemed exercise or such later date as such holder would but for the provisions of this Subsection 4.1(d), have become the holder of record of such additional Common Shares or other securities or property, as the case may be, pursuant to the exercise or deemed exercise of the Special Warrants held by such holder; (ce) the adjustments provided for in this paragraph 4 are cumulative. After after any adjustment pursuant to this paragraphSection 4.1, the term “shares” "Common Shares" where used in the preceding subparagraphs of this paragraph 4 Indenture shall be interpreted to mean the shares securities of any class or classes which, as a result of such adjustment and all previous prior adjustments pursuant to this paragraphSection 4.1, the holder hereof would have been a Special Warrantholder is entitled to receive upon the exercise or deemed exercise of this Warrantsuch holder's Special Warrants, and the number of shares Common Shares indicated in any subscription exercise made pursuant to this a Special Warrant shall be interpreted to mean include the number of shares whichCommon Shares or other property or securities a Special Warrantholder is entitled to receive, as a result of such adjustment and all previous prior adjustments pursuant to this paragraphSection, the holder hereof would have been entitled to receive upon the full exercise or deemed exercise of this Warrant entitling the holder thereof to purchase the number of shares so indicated. (d) if any question arises with respect to the adjustment provided for in this paragraph, such question shall be referred to the auditors of the Corporation and their determination shall be binding upon the Corporation and the holder of this a Special Warrant.;

Adjustment of Subscription Rights. The above provisions areSubject to Sections 2.14 and 2.15, however, subject if at any time after the date hereof and prior to the followingExpiry Time, and provided that any Special Warrants remain unexercised, there shall be: (a) if a reclassification of the Common Shares at any time or a change of the Common Shares into other shares or securities or a subdivision or consolidation of the Common Shares into a greater or lesser number of shares or any other capital reorganization; (b) a consolidation, amalgamation or merger of the Corporation are reclassified with or into any other corporation (other than a consolidation, amalgamation or merger which does not result in any reclassification of the capital is otherwise reorganized and if outstanding Common Shares or a change of the Common Shares into other Common Shares or securities); (c) a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity; or (d) an issue or distribution to the holders of all or substantially all of the Corporation's outstanding Common Shares or securities of the Corporation including rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares or any property or assets including any evidences of indebtedness, other than cash dividends paid in the ordinary course of the Corporation or securities issued pursuant to the Corporation's stock option plans, (any of such events being called a "Capital Reorganization"), the holder of this Warrant has not any Special Warrants that may thereafter be exercised its right of purchase prior to the effective date of such capital reorganization, upon the exercise of such right the holder of this Warrant acquire Common Shares shall be entitled to receive receive, and shall accept without the payment of additional consideration, in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable thereforCommon Shares to which he was theretofore entitled upon such exercise, the number kind and amount of shares or other securities of the Corporation resulting from such capital reorganization that or property which such holder would have been entitled to receive on as a result of such capital reorganization Capital Reorganization if, on the effective date hereofthereof or the record date, it as the case may be, he had been the registered holder of the number of shares so subscribed for. (b) if there is a consolidation, amalgamation or merger of the Corporation or a sale of the property and assets of the Corporation as or substantially as an entirety to any other company, and if the holder of this warrant has not exercised its right of purchase prior to the effective date of such consolidation, amalgamation, merger or sale, upon the exercise of such right the holder of this Warrant shall be Common Shares which he was theretofore entitled to receive and shall accept in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable therefor, the number of shares or other securities or property of the Corporation or of the company resulting from acquire upon such merger, amalgamation or consolidation or to which such sale may be made, as the case may be, that such holder would have been entitled to receive on such consolidation, amalgamation, merger or sale if, on the record date or the effective date thereof, as the case may be, it had been the registered holder of the number of shares so subscribed for. In any case, the necessary adjustments shall be made in the application of the provisions set forth in this Warrant with respect to the rights and interests hereafter of the holder of the Warrant to the end that the provisions set forth in this Warrant shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares or other securities or property to which the holder hereof is entitled on the exercise of its purchase rights thereafterexercise. Any such adjustment adjustments shall be made by and set forth in a an indenture supplemental Warrant entered into and hereto approved by the board of directors of the Corporation and shall for all purposes hereof be conclusively prima facie deemed to be an appropriate adjustmentadjustment absent manifest error. (c) the adjustments provided for in this paragraph 4 are cumulative. After any adjustment pursuant to this paragraph, the term “shares” where used in the preceding subparagraphs of this paragraph 4 shall be interpreted to mean the shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the exercise of this Warrant, and the number of shares indicated in any subscription made pursuant to this Warrant shall be interpreted to mean the number of shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the full exercise of this Warrant entitling the holder thereof to purchase the number of shares so indicated. (d) if any question arises with respect to the adjustment provided for in this paragraph, such question shall be referred to the auditors of the Corporation and their determination shall be binding upon the Corporation and the holder of this Warrant.

Adjustment of Subscription Rights. The above provisions are, however, subject to the following: (a) if shares of If at any time after the Corporation are reclassified or the capital is otherwise reorganized date hereof and if the holder of this Warrant has not exercised its right of purchase prior to the effective date Time of such capital reorganization, upon the exercise of such right the holder of this Warrant Expiry there shall be entitled to receive and shall accept in lieu a reclassification of the number Common Shares outstanding at any time or change of shares then subscribed for by it but for the same aggregate consideration payable therefor, the number of Common Shares into other shares or securities, or any other securities of the Corporation resulting from such capital reorganization that such holder would have been entitled to receive on such capital reorganization ifexcept as described in Section 4.2, on the effective date hereof, it had been the registered holder of the number of shares so subscribed for. (b) if there is or a consolidation, amalgamation or merger of the Corporation with or into any other corporation (other than a consolidation, amalgamation or merger which does not result in any reclassification of the outstanding Common Shares or a sale change of the property and Common Shares into other shares or securities), or a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity (any other companyof such events being called a "Capital Reorganization"), and if the holder of this warrant has not exercised its the Warrants who thereafter shall exercise his right of to purchase prior to the effective date of such consolidation, amalgamation, merger or sale, upon the exercise of such right the holder of this Warrant Shares thereunder shall be entitled to receive receive, and shall accept for the same aggregate consideration, in lieu of the number of shares then subscribed for by it but for the same aggregate consideration payable thereforShares to which he was theretofore entitled upon such exercise, the number kind and amount of shares or other securities or property of the Corporation or of the company resulting from such merger, amalgamation or consolidation or to which such sale may be made, as the case may be, that such holder would have been entitled to receive on as a result of such consolidation, amalgamation, merger or sale Capital Reorganization if, on the record date or the effective date thereof, as the case may be, it he had been the registered holder of the number of shares so subscribed forCommon Shares to which he was theretofore entitled upon such exercise. In any caseIf determined appropriate by the Trustee, the necessary appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Warrant Article 4 with respect to the rights and interests hereafter thereafter of the holder of the Warrant Warrantholders to the end that the provisions set forth in this Warrant Article 4 shall thereafter correspondingly be made applicable, applicable as nearly as may reasonably be, be in relation to any shares or shares, other securities or any other property to which the holder hereof is entitled on thereafter deliverable upon the exercise of its purchase rights thereafterany Warrant. Any such adjustment adjustments shall be made by and set forth in a an indenture supplemental Warrant entered into and hereto approved by the board of directors of Directors and the Corporation Trustee and shall for all purposes hereof be conclusively deemed to be an appropriate adjustmentadjustment (subject to the prior written consent of the CDNX, if applicable). (b) If at any time during the Adjustment Period any adjustment in the Exercise Price (per Share) shall occur as a result of: (a) an event referred to in Section 4.2(a); (b) the fixing by the Corporation of a record date for an event referred to in Section 4.2(b); or (c) the adjustments provided fixing by the Corporation of a record date for an event referred to in Section 4.2(c) if such event constitutes the issue or distribution to the holders of all or substantially all of its outstanding Common Shares of: (i) Equity Shares; or (ii) securities exchangeable for or convertible into Equity Shares at an exchange or conversion price per Equity Share less than the Current Market Price on such record date; or (iii) rights, options or warrants to acquire Equity Shares at an exercise, exchange or conversion price per Equity Share less than the Current Market Price on such record date; then the number of Shares purchasable upon the subsequent exercise of each Warrant shall be adjusted by multiplying the number of Shares purchasable upon the exercise of such Warrant immediately prior to such adjustment by a fraction which shall be the reciprocal of the fraction employed in the adjustment of the Exercise Price. To the extent that any adjustment in subscription rights occurs pursuant to this paragraph 4 are cumulativeSection 4.1(b) as a result of a distribution of exchangeable or convertible securities other than Equity Shares referred to in Section 4.2(a) or as a result of the fixing by the Corporation of a record date for the distribution of rights, options or warrants referred to in Section 4.2(b), the number of Shares purchasable upon exercise of a Warrant shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the number of Shares which would be purchasable based upon the number of Common Shares actually issued and remaining issuable immediately after such expiration, and shall be further readjusted in such manner upon expiration of any further such right. After To the extent that any adjustment in subscription rights occurs pursuant to this Section 4.1(b) as a result of the fixing by the Corporation of a record date for the distribution of exchangeable or convertible securities other than Equity Shares or rights, options or warrants referred to in Section 4.2(c), the number of Shares purchasable upon exercise of a Warrant shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the number which would be purchasable pursuant to this Section 4.1(b) if the fair market value of such securities or such rights, options or warrants had been determined for purposes of the adjustment pursuant to this paragraph, Section 4.1(b) on the term “shares” where used in the preceding subparagraphs basis of this paragraph 4 shall be interpreted to mean the shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the exercise of this Warrant, and the number of shares indicated in any subscription made pursuant to this Warrant Equity Shares issued and remaining issuable immediately after such expiration, and shall be interpreted to mean the number further readjusted in such manner upon expiration of shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the full exercise of this Warrant entitling the holder thereof to purchase the number of shares so indicatedany further such right. (d) if any question arises with respect to the adjustment provided for in this paragraph, such question shall be referred to the auditors of the Corporation and their determination shall be binding upon the Corporation and the holder of this Warrant.

Adjustment of Subscription Rights. The above provisions areIf, howeverwhile any Subscription Rights remain exercisable, subject to the following: (a) if shares there is: a subdivision, consolidation or reclassification of the Corporation are reclassified Equity Shares; a reduction of capital (of whatever nature, but excluding a cancellation of capital that is lost or the capital is otherwise reorganized and if the holder of this Warrant has not exercised its right of purchase prior to the effective date of such capital reorganizationrepresented by available assets), upon the exercise of such right the holder of this Warrant shall be entitled to receive and shall accept or any other reduction in lieu of the number of shares then subscribed for Equity Shares in issue from time to time; an issue of Equity Shares by it but for the same aggregate consideration payable therefor, the number way of shares dividend or other securities distribution; an issue of the Corporation resulting from such Equity Shares by way of capitalisation of profits or reserves (including share premium account and any capital reorganization that such holder would have been entitled to receive on such capital reorganization if, on the effective date hereof, it had been the registered holder of the number of shares so subscribed for. (b) if there is redemption reserve); or a consolidation, amalgamation or merger of the Corporation Company with or into another entity (other than a sale consolidation, amalgamation or merger following which the Company is the surviving entity and which does not result in any reclassification of, or change in, the Equity Shares), then the Company shall adjust the Subscription Rights and/or the Subscription Price, conditional on any such event occurring, but with effect from the date of the property relevant event or, if earlier, the record date for the event (an Adjustment) so that, after such Adjustment: the total number of Warrant Shares for which the outstanding Subscription Rights would then be capable of being exercised carry as nearly as possible (and in any event not less than) the same proportion of the voting rights attached to the Fully Diluted Share Capital and the same entitlement to participate in the profits and assets of the Corporation Company (including on liquidation) as or substantially as an entirety to any other company, and if the holder of this warrant has not exercised its right of purchase prior there had been no such event giving rise to the effective date of such consolidation, amalgamation, merger or sale, upon Adjustment and the exercise of such right Company shall update the holder of this Register accordingly; and the aggregate price payable for all Warrant Shares subject to outstanding Subscription Rights shall equal the same aggregate price as would be entitled to receive and shall accept in lieu of payable for the number of shares Warrant Shares subject to outstanding Subscription Rights immediately before the occurrence of the event giving rise to the Adjustment. Following an Adjustment the Company shall, subject only to receipt from the Warrantholder of its Certificate (or an indemnity in place thereof in a form acceptable to the Board), cancel the Certificate so received and issue a replacement Certificate for all the Warrants then subscribed for by registered in its name. The Company shall give the Warrantholder written notice of any event described in clause 6.1, together with details of the relevant Adjustment, at the time of, or as soon as reasonably possible after the occurrence of such event. If the Warrantholder notifies the Company in writing within twenty Business Days of receipt of a notice given under clause 6.3 that it but for the same aggregate consideration payable therefordisagrees with any Adjustment, the number Company shall refer the matter to the Independent Accountant for determination. In respect of shares any disagreement referred to the Independent Accountant for determination: the Company and the Warrantholder will each co-operate with the Independent Accountant in resolving the disagreement as soon as reasonably possible and within 20 Business Days of their appointment, if possible and for that purpose will, subject to any restrictions imposed by law, any regulatory authority or other securities or property any obligations of confidentiality, provide to them all such information and documents as they may reasonably require; the Independent Accountant shall have the right to seek such professional assistance and advice as they may require; the Independent Accountant’s fees and any professional costs incurred by them shall be borne as the Independent Accountant shall determine; and the Independent Accountant shall act as experts and not as arbitrators and their decision shall (in the absence of manifest error) be final and binding on the Company and the Warrantholder. For so long as any Subscription Rights remain exercisable, the Company shall: procure that the Board shall at all times during the Exercise Period have authority pursuant to the Articles and any applicable legal and regulatory requirements to grant Warrants and to issue Warrant Shares on exercise of any Subscription Rights in accordance with the terms of this Instrument and free of any pre-emption rights; and not permit any of the Corporation or of the company resulting from such merger, amalgamation or consolidation or events described in clause 6.1(a) to which such sale may be made, as the case may be, that such holder would have been entitled to receive on such consolidation, amalgamation, merger or sale if, on the record date or the effective date thereof, as the case may be, it had been the registered holder of the number of shares so subscribed for. In any case, the necessary adjustments shall be made in the application of the provisions set forth in this Warrant with respect clause 6.1(e) to the rights and interests hereafter of the holder of the Warrant to the end extent that the provisions set forth in this Warrant shall thereafter correspondingly its effect would be made applicablethat, as nearly as may reasonably befollowing any relevant Adjustment, in relation to any shares or other securities or property to which the holder hereof is entitled on the exercise of any Subscription Rights the Company would be required to allot Warrant Shares at a discount. The Company shall prepare and send to the Warrantholder the information described in Schedule 1. The Company undertakes to the Warrantholder that it (and any member of its purchase rights thereafterGroup) shall conduct itself in accordance with those actions set out in Schedule 2. Any such adjustment The Company shall be made by and set forth in a supplemental Warrant entered into and approved by the board of directors procure that none of the Corporation matters set out in Schedule 3 occurs without the prior written approval of the Warrantholder. Each of the obligations and rights pursuant to clauses 7.2 to 7.4 (including for the avoidance of doubt the obligations and rights set out in Schedule 1, Schedule 2 and Schedule 3) shall continue in full force and effect for all purposes hereof be conclusively deemed so long as the Warrantholder (or any of its Permitted Assignees): has the right to be an appropriate adjustment. exercise any Subscription Rights; or is the legal and beneficial owner of any Warrant Shares. For the avoidance of doubt if, upon expiry of the Exercise Period, neither the Warrantholder nor any of its Permitted Assignees is (cor are) the adjustments provided for in this paragraph 4 are cumulative. After legal and beneficial owner(s) of any adjustment Warrant Shares, then the obligations and rights pursuant to this paragraph, the term “shares” where used in the preceding subparagraphs of this paragraph 4 clauses 7.2 to 7.4 shall be interpreted to mean the shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the exercise of this Warrant, and the number of shares indicated in any subscription made pursuant to this Warrant shall be interpreted to mean the number of shares which, as a result of all previous adjustments pursuant to this paragraph, the holder hereof would have been entitled to receive upon the full exercise of this Warrant entitling the holder thereof to purchase the number of shares so indicatedautomatically cease. (d) if any question arises with respect to the adjustment provided for in this paragraph, such question shall be referred to the auditors of the Corporation and their determination shall be binding upon the Corporation and the holder of this Warrant.