Common use of Adjustment of the Conversion Price Clause in Contracts

Adjustment of the Conversion Price. The Conversion Price will be subject to adjustment from time to time as follows: (a) If and whenever at any time after the date hereof the outstanding Shares are subdivided, redivided or changed into a greater, or reduced, combined or consolidated into a lesser, number of shares or reclassified into different shares, the Lender prior to the effective date of such subdivision, redivision, change, reduction, combination, consolidation or reclassification will be entitled to receive and will accept, upon the exercise of such right at any time on such effective date or thereafter, in lieu of the number of Shares to which it was theretofor entitled upon conversion at the Conversion Price, the aggregate number of shares of the Borrower that the Lender would have been entitled to receive as a result of such subdivision, redivision, change, reduction, combination, consolidation or reclassification if, on the effective date thereof, the Lender had been the registered holder of the number of Shares to which it was theretofor entitled upon conversion. (b) If and whenever at any time after the date hereof the Borrower issues additional Shares (or securities convertible into Shares) to the holders of all of its outstanding Shares by way of a stock dividend or other distribution, other than a stock dividend to holders of Shares who exercise an option to receive in the ordinary course equivalent dividends in Shares in lieu of receiving cash dividends, the Conversion Price will be adjusted immediately after the record date for such stock dividend or other distribution by multiplying the Conversion Price in effect on such record date by a fraction of which the numerator will be the total number of Shares outstanding on the record date and of which the denominator will be the total number of Shares outstanding on the record date plus the number of additional Shares which will result from the stock dividend or other distribution (assuming for this purpose that all Shares issuable upon the exercise of the conversion rights of the securities convertible into Shares had been issued). Any dividend or distribution on the Shares of the Borrower in Shares will be deemed to have been issued or made immediately prior to the time of the record date for such dividend or distribution for the purposes of calculating the number of outstanding Shares under Subsection (c) below. (c) If and whenever at any time after the date hereof the Borrower makes a distribution to all holders of its Shares of: (i) shares of any class not included in the definition of Shares; (ii) evidences of its indebtedness; or (iii) assets (excluding cash dividends or distributions, and dividends or distributions referred to in Subsection (b) above and stock dividends to holders of Shares who exercise an option to receive in the ordinary course equivalent dividends in Shares in lieu of receiving cash dividends); then in each such case the Conversion Price will be adjusted immediately after the record date for the making of such distribution so that it will equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator will be the total number of Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the fair market value (as determined by the board of directors of the Borrower, whose determination will be conclusive) of said shares or evidences of indebtedness or assets or options, rights or warrants so distributed, and of which the denominator will be the total number of Shares outstanding on such record date multiplied by such Current Market Price. Shares owned by or held for the account of the Borrower will be deemed not to be outstanding for the purpose of any such computation. Such adjustment will be made successively as of any such record date. To the extent that such distribution is not so made, the Conversion Price will be readjusted to the Conversion Price which would then be in effect based upon the said shares, evidences of indebtedness or assets actually distributed. (d) In any case in which this Schedule will require that an adjustment will become effective immediately after a record date for an event, the Borrower may defer until the occurrence of such event issuing to the Lender, if the Loan is converted in whole or in part after such record date and before the occurrence of such event, the additional Shares issuable upon such conversion by reason of the adjustment required by such event over and above the Shares issuable upon such conversion before giving effect to such adjustment; provided, however, that the Borrower will deliver to the Lender an appropriate instrument evidencing the Lender’s rights to receive such additional Shares, upon the occurrence of the event requiring such adjustment. (e) No adjustment in the Conversion Price will be required unless such adjustment would require an increase or decrease of at least one percent in such price; provided, however, that any adjustments which by reason of this Subsection (e) are not required to be made will be carried forward and taken into account in any subsequent adjustment.

Adjustment of the Conversion Price. 4.4.1 The Conversion Price will shall be subject to adjustment from time to time as follows: (a) If and whenever at any time after the date hereof the outstanding Common Shares are of the Company shall be subdivided, redivided or changed into a greater, greater or reduced, combined reduced or consolidated into a lesser, lesser number of shares or reclassified into different shares, the Lender any holder of Debentures who has not exercised his or her right of conversion prior to the effective date of such subdivision, redivision, change, reductionconsolidation, combination, consolidation reduction or reclassification will shall be entitled to receive and will shall accept, upon the exercise of such right at any time on such effective date or thereafter, in lieu of the number of Common Shares to which it he or she was theretofor theretofore entitled upon conversion at the Conversion Price, the aggregate number of shares of the Borrower Company that the Lender such Debenture holder would have been entitled to receive as a result of such subdivision, redivision, change, reduction, combination, consolidation or reclassification if, on the effective date thereof, the Lender he or she had been the registered holder of the number of Common Shares to which it he or she was theretofor theretofore entitled upon conversion. (b) If and whenever at any time after In case the Company shall fix a record date hereof for the Borrower issues issuance of additional Common Shares (or securities convertible into Common Shares) to the holders of all any of its outstanding Common Shares by way of a stock dividend or other distribution, other than a stock dividend to holders of Common Shares who exercise an option to receive in the any ordinary course equivalent dividends in Common Shares in lieu of receiving cash dividends, the Conversion Price will shall be adjusted immediately after the record date for such stock dividend or other distribution by multiplying the Conversion Price in effect on such record date by a fraction of which the numerator will shall be the total number of Common Shares outstanding on the record date and of which the denominator will shall be the total number of Common Shares outstanding on the record date plus the number of additional Common Shares which will shall result from the stock dividend or other distribution (assuming for this purpose that all Common Shares issuable upon the exercise of the conversion rights of the securities convertible into Common Shares had have been issued). Any dividend or distribution on the Common Shares of the Borrower Company in Common Shares will shall be deemed to have been issued on or made immediately prior to the time of the record date for such dividend or distribution for the purposes purpose of calculating the number of outstanding Common Shares under Subsection subsections (c), (d), (e) and (f) below. (c) If and whenever at any time after In case the Company shall fix a record date hereof for the Borrower makes making of a distribution to all holders of its Shares ofCommon Shares: (i) of shares in the capital of the Company of any class not included in (other than the definition of Common Shares); (ii) of evidences of its indebtedness; or ; (iii) of assets (excluding cash dividends or distributions, and dividends or distributions referred to in Subsection subsection (b) above and stock dividends to holders of Common Shares who exercise an option to receive in the ordinary course equivalent dividends in Common Shares in lieu of receiving cash dividends); or (iv) of options, rights or warrants (excluding those referred to in subsection (d) below), then in each such case the Conversion Price will shall be adjusted immediately after the such record date for the making of such distribution so that it will shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator will shall be the total number of Shares outstanding Aggregate Market Capitalization on such record date multiplied by the Current Market Price on (not including any Common Shares issued, or issuable upon exercise of any option, right or warrant, pursuant to such record date, dividend) less the fair market value (as determined by the board of directors of the Borrowerdirectors, whose determination will shall be conclusive) of said shares or evidences of indebtedness or assets or options, rights or warrants so distributed, and of which the denominator will shall be the total number of Shares outstanding on Aggregate Market Capitalization immediately after such record date multiplied by such Current Market Pricedate. Common Shares owned by or held for the account of the Borrower will Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment will shall be made successively as of any such record date. To the extent that such distribution is not so made, the Conversion Price will shall be readjusted to the Conversion Price which would then be in effect based upon the said shares, shares or evidences of indebtedness or assets or options, rights or warrants actually distributed. (d) In case the Company shall fix a record date for the issuance of options, rights or warrants to all holders of its Common Shares entitling them to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) within 45 days of such record date at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the - 26 - Conversion Price shall be adjusted immediately after the expiry of such 45-day period so that it shall equal the price determined by multiplying the Conversion Price in effect on the expiry of such 45-day period by a fraction, of which the numerator shall be the total number of Common Shares outstanding on the expiry of such 45-day period (not including any Common Shares outstanding as a result of such issuance) plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares so offered (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price per Common Share and of which the denominator shall be the total number of Common Shares outstanding on the expiry of such 45-day period plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are convertible or exchangeable, as the case may be). Common Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively as of any such record date. To the extent that such options, rights or warrants are not so issued or such options, rights or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually delivered upon the exercise of such options, rights or warrants. (e) In case the Company shall pay or make a dividend or other distribution on its Common Shares exclusively in cash and the aggregate of: (i) such dividend or other distribution paid exclusively in cash; and (ii) other all cash dividends or other distributions made by the Company to all holders of the Common Shares within the preceding 12 months which did not trigger an adjustment to the Conversion Price, exceeds 1% of the Company's Aggregate Market Capitalization (such excess hereinafter the "EXCESS DISTRIBUTION") on the record date in respect of the last such cash dividend or other distribution, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the Aggregate Market Capitalization on such record date and of which the numerator shall be such Aggregate Market Capitalization minus the amount of the Excess Distribution. Such adjustment shall become effective immediately prior to the opening of business on the day following such record date. In the event the amount of the Excess Distribution is equal to or greater than the Aggregate Market Capitalization on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of Debentures shall have the right to receive upon conversion the amount of cash such holder would have received had such holder converted such Debentures to Common Shares immediately prior to the record date (less 1% of the Current Market Price multiplied by such number Common Shares). In the event that such dividend or distribution is not so paid or made, the Conversion Price shall be readjusted to be the Conversion Price which would then be in effect if such dividend or other distribution had not been declared. (f) In case an issuer bid or a tender or exchange offer (other than an odd-lot offer) made by the Company or a Subsidiary for all or any portion of the Common Shares shall expire and such issuer bid or tender or exchange offer shall involve payment by the Company or a Subsidiary of cash or other consideration (based on the acceptance of all Common Shares validly tendered or exchanged and not withdrawn up to any maximum specified in the terms of the issuer bid or tender or exchange offer, such shares, up to such maximum, the "PURCHASED SHARES") having a fair market value (as determined in good faith by the board of directors, whose determination shall be conclusive, binding and described in a resolution of the board of directors) at the time (the "EXPIRATION TIME") tenders or exchanges may be made pursuant to such issuer bid or tender or exchange offer (as amended), together with: (i) any cash and the fair market value of other consideration (as determined in good faith by the board of directors, whose determination shall be binding, conclusive and described in a resolution of the board of directors) payable in respect of an issuer bid or a tender or exchange offer by the Company or a Subsidiary for Common Shares concluded within the preceding twelve months which did not trigger an adjustment to the Conversion Price, and (ii) the aggregate amount of any all-cash dividends or other distributions made by the Company to all holders of Common Shares made within the twelve months preceding such issuer bid or tender or exchange offer which did not trigger an adjustment to the Conversion Price, exceeds 5% of the Aggregate Market Capitalization (such excess hereinafter the "EXCESS BID CONSIDERATION") on the trading day next succeeding the Expiration Time (the "NEXT TRADING Day"), the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the opening of business on the Next Trading Day by a fraction, of which the denominator shall be the Aggregate Market Capitalization on the Next Trading Day and of which the numerator shall be Aggregate Market Capitalization on the Next Trading Day minus the amount of the Excess Bid Consideration. Such adjustment shall become effective immediately prior to the opening of business on the Next Trading Day. In the event that no shares are validly accepted in such issuer bid or tender or exchange offer, the Conversion Price shall be readjusted to be the Conversion Price which would then be in effect if such record date had not been fixed. (g) No adjustments of the Conversion Price shall be made pursuant to subsections (b), (c), (d), (e) or (f) above if the holders of Debentures are permitted (subject to satisfying all regulatory requirements, including without limitation those of the Toronto Stock Exchange and such other exchanges upon which the Common Shares are listed at such time) to participate in such dividend or distribution on the Common Shares of the Company in cash equivalent, Common Shares or in the issue of such options, rights, warrants or such distribution, as the case may be, as though and to the same effect as if they had converted their Debentures into Common Shares prior to the record date for such dividend or distribution or the issue of such options, rights or warrants or such distribution, as the case may be. (h) In any case in which this Schedule will Article shall require that an adjustment will shall become effective immediately after a record date for an event, the Borrower Company may defer until the occurrence of such event (i) issuing to the Lender, if the Loan is holder of any Debenture converted in whole or in part after such record date and before the occurrence of such event, event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event over and above the Common Shares issuable upon such conversion before giving effect to such adjustmentadjustment and (ii) paying to such holder cash in lieu of any fractional interest to which he or she is entitled pursuant to section 4.3; provided, however, that the Borrower will Company shall deliver to the Lender such holder an appropriate instrument evidencing the Lender’s such holder's rights to receive such additional SharesCommon Shares and such cash, upon the occurrence of the event requiring such adjustment. (ei) No adjustment in the Conversion Price will shall be required unless such adjustment would require an increase or decrease of at least one percent in such price; provided, however, that any adjustments which by reason of this Subsection subsection (ei) are not required to be made will shall be carried forward and taken into account in any subsequent adjustment.

Adjustment of the Conversion Price. The Upon the happening of any of the events described below, the Conversion Price will shall be subject to adjustment from time to time adjusted as follows: (a) 14.1 If and whenever at any time after the date hereof the outstanding Shares are subdivided, redivided or changed into there shall be a greater, or reduced, combined or consolidated into a lesser, number of shares or reclassified into different shares, the Lender prior to the effective date of such subdivision, redivision, change, reduction, combination, consolidation or reclassification will be entitled to receive and will accept, upon the exercise of such right at any time on such effective date or thereafter, in lieu subdivision of the number of Shares to which it was theretofor entitled upon conversion at the Conversion Price, the aggregate number of shares of the Borrower that the Lender would have been entitled to receive as a result of such subdivision, redivision, change, reduction, combination, consolidation or reclassification if, on the effective date thereof, the Lender had been the registered holder of the number of Shares to which it was theretofor entitled upon conversion. (b) If and whenever at any time after the date hereof the Borrower issues additional Shares (or securities convertible into Shares) to the holders of all of its outstanding Shares by way of a stock dividend or other distribution, other than a stock dividend to holders of Shares who exercise an option to receive in the ordinary course equivalent dividends in Shares in lieu of receiving cash dividends, the Conversion Price will shall be adjusted immediately after the record date for such stock dividend or other distribution by multiplying the Conversion Price in effect on force immediately prior to such record date consolidation or subdivision by a fraction of which the numerator will be following fraction: A where: A is the total aggregate number of Shares outstanding on in issue immediately before such consolidation or subdivision, as the record date case may be; and of which B is the denominator will be the total aggregate number of Shares outstanding in issue immediately after, and as a result of, such consolidation or subdivision, as the case may be. Such adjustment shall become effective on the record date plus the number of additional Shares which will result from consolidation or subdivision, as the stock dividend or other distribution (assuming for this purpose that all Shares issuable upon the exercise of the conversion rights of the securities convertible into Shares had been issued). Any dividend or distribution on the Shares of the Borrower in Shares will be deemed to have been issued or made immediately prior to the time of the record date for such dividend or distribution for the purposes of calculating the number of outstanding Shares under Subsection (c) belowcase may be, takes effect. (c) 14.2 If and whenever at the Issuer shall issue any time after Shares credited as fully paid to the date hereof Shareholders by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) other than (1) where any such Shares issued instead of the Borrower makes whole or part of a distribution to all holders of its Shares of: (i) shares of any class not included Dividend in cash which the definition of Shares; (ii) evidences of its indebtedness; Shareholders would or could otherwise have received or (iii2) assets (excluding cash dividends or distributions, and dividends or distributions referred to in Subsection (b) above and stock dividends to holders of Shares who exercise an option where the Shareholders may elect to receive a Dividend in the ordinary course equivalent dividends in Shares cash in lieu of receiving cash dividends); then in each such case Shares, the Conversion Price will shall be adjusted immediately after the record date for the making of such distribution so that it will equal the price determined by multiplying the Conversion Price in effect force immediately prior to such issue by the following fraction: A where: A is the aggregate nominal amount of the Shares in issue immediately before such issue; and B is the aggregate nominal amount of the Shares in issue immediately after such issue. Such adjustment shall become effective on the date of issue of such record date Shares. 14.3 If and whenever the Issuer shall pay or make any Dividend to Shareholders, the Conversion Price shall be adjusted by a multiplying the Conversion Price in force immediately prior to the relevant Dividend by the following fraction, of which the numerator will be the total number of Shares outstanding on such record date multiplied by : A - B where: A is the Current Market Price of one Share on the first date on which the Shares are traded ex- the relevant Dividend on the Relevant Stock Exchange or, in the case of a purchase of Shares or any receipts or certificates representing Shares by or on behalf of the Issuer or any Subsidiary of the Issuer, on which such record dateShares are purchased or, less in the fair market value (as case of a Spin-Off, is the mean of the Volume Weighted Average Prices of a Share for the five consecutive Dealing Days ending on the Dealing Day immediately preceding the first date on which the Shares are traded ex- the relevant Spin-Off; and B is the portion of the Fair Market Value, with such portion being determined by dividing the board of directors Fair Market Value of the Borrower, whose determination will be conclusive) of said shares or evidences of indebtedness or assets or options, rights or warrants so distributed, and of which aggregate Dividend by the denominator will be the total number of Shares outstanding on such record date multiplied by such Current Market Price. entitled to receive the relevant Dividend (or, in the case of a purchase of Shares owned or any receipts or certificates representing shares by or held for the account on behalf of the Borrower will be deemed not Issuer or any Subsidiary of the Issuer, by the number of Shares in issue immediately prior to be outstanding for such purchase), of the purpose of any such computationDividend attributable to one Share. Such adjustment will be shall become effective on the first date on which the Shares are traded ex- the relevant Dividend on the Relevant Stock Exchange or, in the case of a purchase of Shares or any receipts or certificates representing Shares, on the date such purchase is made successively as or, in the case of any such record date. To the extent that such distribution is not so madea Spin-Off, the Conversion Price will be readjusted to first date on which the Conversion Price which would then be in effect based upon Shares are traded ex- the said shares, evidences relevant Spin-Off. For the purposes of indebtedness or assets actually distributed. (d) In any case in which this Schedule will require that an adjustment will become effective immediately after a record date for an eventthe above, the Borrower may defer until Fair Market Value of a Cash Dividend shall (subject as provided in paragraph (a) of the occurrence definition of such event issuing to “Dividend” and in the Lenderdefinition of “Fair Market Value”) be determined as at the first date on which the Shares are traded ex- the relevant Dividend on the Relevant Stock Exchange, if and in the Loan is converted in whole or in part after such record date and before the occurrence case of such eventa Non-Cash Dividend, the additional Shares issuable upon such conversion by reason Fair Market Value of the adjustment required by such event over and above relevant Dividend shall be the Shares issuable upon such conversion before giving effect to such adjustment; provided, however, that the Borrower will deliver to the Lender an appropriate instrument evidencing the Lender’s rights to receive such additional Shares, upon the occurrence Fair Market Value of the event requiring such adjustmentrelevant Spin-Off Securities or, as the case may be, the relevant property or assets. (e) No adjustment in the Conversion Price will be required unless such adjustment would require an increase or decrease of at least one percent in such price; provided, however, that any adjustments which by reason of this Subsection (e) are not required to be made will be carried forward and taken into account in any subsequent adjustment.

Adjustment of the Conversion Price. The Conversion Price will shall be ----------------------------------- subject to adjustment from time to time as follows: (a) If and whenever If, at any time after during the date hereof the outstanding Shares are subdividedTerm of this Note, redivided or changed into a greater, or reduced, combined or consolidated into a lesser, number of shares or reclassified into different shares, the Lender prior to the effective date of such subdivision, redivision, change, reduction, combination, consolidation or reclassification will be entitled to receive and will accept, upon the exercise of such right at any time on such effective date or thereafter, in lieu of the number of Shares to which it was theretofor entitled upon conversion at outstanding is increased by a dividend or similar transaction payable in Shares or by a subdivision or split -up of Shares, then following the Conversion Price, record date fixed for the aggregate number determination of shares holders of the Borrower that the Lender would have been Shares entitled to receive as a result of such subdivisiondividend, redivision, change, reduction, combination, consolidation subdivision or reclassification if, on the effective date thereofsplit-up, the Lender had been the registered holder of Conversion Price shall be appropriately decreased so that the number of Shares issuable upon the exercise hereof shall be increased in proportion to which it was theretofor entitled upon conversionsuch increase in outstanding Shares. (b) If and whenever If, at any time during the Term of this Note, the number of Shares outstanding is decreased by a combination of the outstanding Shares, then, following the record date for such combination, the Conversion Price shall be appropriately increased so that the number of Shares issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding Shares. (c) Whenever the Conversion Price shall be adjusted as provided in this Article 5, the Issuer shall prepare a statement showing the facts requiring such adjustment and the Conversion Price that shall be in effect after such adjustment. The Issuer shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Payee of this Note at its address appearing on the date hereof Issuer's records. (d) If the Borrower issues additional Issuer shall at any time or from time to time during the Term of this Note issue Shares of the Issuer or rights, options, warrants or other securities convertible into Shares, for no consideration or at a price per Share which is lower than the then effective Conversion Price in effect immediately prior to the issuance of such Shares, then the Conversion Price shall be decreased to the price per Share that such Shares of the Issuer (or rights, options, warrants or other securities convertible into Shares) are issued or sold for or deemed issued or sold for pursuant to the holders further provisions of all of its outstanding Shares by way of a stock dividend or other distribution, other than a stock dividend to holders of Shares who exercise this subsection. In no event shall an option to receive adjustment be made under this subsection which results in an increase in the ordinary course equivalent dividends in Shares in lieu Conversion Price. Such adjustment shall be made whenever such Shares, rights, options, warrants or convertible securities are issued, and shall become effective immediately. For the purposes of receiving cash dividends, any adjustment of the Conversion Price will pursuant to this subsection the following provisions shall be adjusted immediately after applicable: 1. In the record date case of the issuance of Shares for cash, the consideration shall be deemed to be the amount of cash received by the Issuer. 2. In the case of the issuance of Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Issuer, irrespective of any accounting treatment. 3. In the case of the issuance of (i) options to purchase or rights to subscribe for Shares, (ii) securities by their terms convertible into or exchangeable for Shares or (iii) options to purchase or rights to subscribe for such stock dividend convertible or other distribution by multiplying exchangeable securities: (A) the Conversion Price in effect on such record date by a fraction of which the numerator will be the total aggregate maximum number of Shares outstanding on the record date and of which the denominator will be the total number of Shares outstanding on the record date plus the number of additional Shares which will result from the stock dividend or other distribution (assuming for this purpose that all Shares issuable deliverable upon the exercise of the conversion such options to purchase or rights of the securities convertible into to subscribe for Shares had been issued). Any dividend or distribution on the Shares of the Borrower in Shares will shall be deemed to have been issued at the time such options or made immediately prior rights were issued and for a consideration equal to the time consideration (determined in the manner provided in subdivisions (1) and (2) above), if any, received by the Issuer upon the issuance of such options or rights plus the record date minimum purchase price provided in such options or rights for the Shares covered thereby; (B) the aggregate maximum number of Shares deliverable upon conversion of or in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such dividend convertible or distribution exchangeable securities and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the purposes consideration received by the Issuer for any such securities and related options or rights (excluding any cash received on account of calculating accrued interest or accrued dividends), plus the additional consideration, if any, to be received by the Issuer upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subdivisions (1) and (2) above); (C) on any change in the number of outstanding Shares under Subsection (c) below. (c) If and whenever at any time after the date hereof the Borrower makes a distribution to all holders of its Shares of: (i) shares of any class not included in the definition of Shares; (ii) evidences of its indebtedness; or (iii) assets (excluding cash dividends or distributions, and dividends or distributions referred to in Subsection (b) above and stock dividends to holders of Shares who deliverable upon exercise an option to receive in the ordinary course equivalent dividends in Shares in lieu of receiving cash dividends); then in each such case the Conversion Price will be adjusted immediately after the record date for the making of such distribution so that it will equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator will be the total number of Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the fair market value (as determined by the board of directors of the Borrower, whose determination will be conclusive) of said shares or evidences of indebtedness or assets or options, rights or warrants so distributed, and of which the denominator will be the total number of Shares outstanding on such record date multiplied by such Current Market Price. Shares owned by or held for the account of the Borrower will be deemed not to be outstanding for the purpose of any such computation. Such adjustment will be made successively as options or rights or conversion of any or exchange for such record date. To the extent that such distribution is not so madeconvertible or exchangeable securities, other than a change resulting from antidilution provisions thereof, the Conversion Price will shall forthwith be readjusted to such Conversion Price as would have obtained had the adjustment made upon the issuance of such options or rights related to such securities not converted prior to such change being made upon the basis of such change; and (D) on the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price which shall forthwith be readjusted to such Conversion Price as would then be in effect based have obtained had the adjustment made upon the said shares, evidences of indebtedness or assets actually distributed. (d) In any case in which this Schedule will require that an adjustment will become effective immediately after a record date for an event, the Borrower may defer until the occurrence issuance of such event issuing options, rights, securities or options or rights related to such securities been made upon the Lender, if basis of the Loan is converted in whole issuance of only the number of Shares actually issued upon the conversion or in part after such record date and before the occurrence exchange of such event, securities or upon the additional Shares issuable upon such conversion by reason exercise of the adjustment required by such event over and above the Shares issuable upon such conversion before giving effect options or rights related to such adjustment; provided, however, that the Borrower will deliver to the Lender an appropriate instrument evidencing the Lender’s rights to receive such additional Shares, upon the occurrence of the event requiring such adjustmentsecurities. (e) No adjustment in Whenever the Conversion Price will shall be required unless adjusted as provided in this Article 5, the Issuer shall prepare a statement showing the facts requiring such adjustment would require an increase or decrease and the Conversion Price that shall be in effect after such adjustment. The Issuer shall cause a copy of at least one percent in such price; providedstatement to be sent by mail, howeverfirst class postage prepaid, that any adjustments which by reason to each Payee of this Subsection (e) are not required to be made will be carried forward and taken into account in any subsequent adjustmentNote at its address appearing on the Issuer's records.

Adjustment of the Conversion Price. 4.4.1 The Conversion Price will shall be subject to adjustment from time to time as follows: (a) If and whenever at any time after the date hereof the outstanding Common Shares are of the Company shall be subdivided, redivided or changed into a greater, greater or reduced, combined reduced or consolidated into a lesser, lesser number of shares or reclassified into different shares, the Lender any holder of Bonds who has not exercised his or her right of conversion prior to the effective date of such subdivision, redivision, change, reductionconsolidation, combination, consolidation reduction or reclassification will shall be entitled to receive and will shall accept, upon the exercise of such right at any time on such effective date or thereafter, in lieu of the number of Common Shares to which it he or she was theretofor theretofore entitled upon conversion at the Conversion Price, the aggregate number of shares of the Borrower Company that the Lender such Bond holder would have been entitled to receive as a result of such subdivision, redivision, change, reduction, combination, consolidation or reclassification if, on the effective date thereof, the Lender he or she had been the registered holder of the number of Common Shares to which it he or she was theretofor theretofore entitled upon conversion. (b) If and whenever at any time after In case the Company shall fix a record date hereof for the Borrower issues issuance of additional Common Shares (or securities convertible into Common Shares) to the holders of all any of its outstanding Common Shares by way of a stock dividend or other distributiondistribution (other than as dividends paid in the ordinary course), other than a stock dividend to holders of Common Shares who exercise an option to receive in the any ordinary course equivalent dividends in Common Shares in lieu of receiving cash dividends, the Conversion Price will shall be adjusted immediately after the record date for such stock dividend or other distribution by multiplying the Conversion Price in effect on such record date by a fraction of which the numerator will shall be the total number of Common Shares outstanding on the record date and of which the denominator will shall be the total number of Common Shares outstanding on the record date plus the number of additional Common Shares which will shall result from the stock dividend or other distribution (assuming for this purpose that all Common Shares issuable upon the exercise of the conversion rights of the securities convertible into Common Shares had have been issued). Common Shares owned by or held for the account of the Company and/or its wholly-owned Subsidiaries shall be deemed not to be outstanding for the purposes of any such computation. Any dividend or distribution on the Common Shares of the Borrower Company in Common Shares will shall be deemed to have been issued on or made immediately prior to the time of the record date for such dividend or distribution for the purposes purpose of calculating the number of outstanding Common Shares under Subsection Sections (c) and (d) below. (c) If and whenever at any time after In case the Company shall fix a record date hereof for the Borrower makes making of a distribution to all holders of its Shares ofCommon Shares: (i) of shares in the capital of the Company of any class not included in (other than the definition of Common Shares); (ii) of evidences of its indebtedness; or ; (iii) of assets (excluding cash dividends or distributions, and dividends or distributions referred to in Subsection Section (b) above and above, stock dividends to holders of Common Shares who exercise an option to receive in the ordinary course equivalent dividends in Common Shares in lieu of receiving cash dividendsdividends and the distribution, by way of return of capital, reduction of paid up capital or otherwise, of all cobalt related assets owned by the Company and any of its Subsidiaries); or (iv) of options, rights or warrants (excluding those referred to in Section (d) below), then in each such case the Conversion Price will shall be adjusted immediately after the such record date for the making of such distribution so that it will shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator will shall be the total number of Shares outstanding Aggregate Market Capitalization on such record date multiplied by the Current Market Price on (not including any Common Shares issued, or issuable upon exercise of any option, right or warrant, pursuant to such record date, dividend) less the fair market value (as determined by the board of directors of the Borrowerdirectors, whose determination will shall be conclusive) of said shares or evidences of indebtedness or assets or options, rights or warrants so distributed, and of which the denominator will shall be the total number of Shares outstanding on Aggregate Market Capitalization immediately after such record date multiplied by such Current Market Pricedate. Common Shares owned by or held for the account of the Borrower will Company and/or its wholly-owned Subsidiaries shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment will shall be made successively as of any such record date. To the extent that such distribution is not so made, the Conversion Price will shall be readjusted to the Conversion Price which would then be in effect based upon the said shares, shares or evidences of indebtedness or assets or options, rights or warrants actually distributed. (d) In case the Company shall fix a record date for the issuance of options, rights or warrants to all holders of its Common Shares entitling them to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) within 45 days of such record date at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Conversion Price shall be adjusted immediately after the expiry of such 45-day period so that it shall equal the price determined by multiplying the Conversion Price in effect on the expiry of such 45-day period by a fraction, of which the numerator shall be the total number of Common Shares outstanding on the expiry of such 45-day period (not including any Common Shares outstanding as a result of such issuance) plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares so offered (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price per Common Share and of which the denominator shall be the total number of Common Shares outstanding on the expiry of such 45-day period plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are convertible or exchangeable, as the case may be). Common Shares owned by or held for the account of the Company and/or its wholly-owned Subsidiaries shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively as of any such record date. To the extent that such options, rights or warrants are not so issued or such options, rights or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually delivered upon the exercise of such options, rights or warrants. (e) No adjustments of the Conversion Price shall be made pursuant to Sections (b), (c) or (d) above if the holders of Bonds are permitted (subject to satisfying all regulatory requirements) to participate in such dividend or distribution on the Common Shares of the Company in cash equivalent, Common Shares or in the issue of such options, rights, warrants or such distribution, as the case may be, as though and to the same effect as if they had converted their Bonds into Common Shares prior to the record date for such dividend or distribution or the issue of such options, rights or warrants or such distribution, as the case may be. (f) In any case in which this Schedule will Article 4 shall require that an adjustment will shall become effective immediately after a record date for an event, the Borrower Company may defer until the occurrence of such event (I) issuing to the Lender, if the Loan is holder of any Bond converted in whole or in part after such record date and before the occurrence of such event, event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event over and above the Common Shares issuable upon such conversion before giving effect to such adjustment; provided, however, that the Borrower will Company shall deliver to the Lender such holder an appropriate instrument evidencing the Lender’s such holder's rights to receive such additional Shares, Common Shares upon the occurrence of the event requiring such adjustment. (eg) No adjustment in the Conversion Price will shall be required unless such adjustment would require an increase or decrease of at least one percent in such price; provided, however, that any adjustments which by reason of this Subsection Section (ei) are not required to be made will shall be carried forward and taken into account in any subsequent adjustment.

Adjustment of the Conversion Price. 4.4.1 The Conversion Price will shall be subject to adjustment from time to time as follows: (a) If and whenever at any time after the date hereof the outstanding Common Shares are of the Company shall be subdivided, redivided or changed into a greater, greater or reduced, combined reduced or consolidated into a lesser, lesser number of shares or reclassified into different shares, the Lender any holder of Bonds who has not exercised his or her right of conversion prior to the effective date of such subdivision, redivision, change, reductionconsolidation, combination, consolidation reduction or reclassification will shall be entitled to receive and will shall accept, upon the exercise of such right at any time on such effective date or thereafter, in lieu of the number of Common Shares to which it he or she was theretofor theretofore entitled upon conversion at the Conversion Price, the aggregate number of shares of the Borrower Company that the Lender such Bond holder would have been entitled to receive as a result of such subdivision, redivision, change, reduction, combination, consolidation or reclassification if, on the effective date thereof, the Lender he or she had been the registered holder of the number of Common Shares to which it he or she was theretofor theretofore entitled upon conversion. (b) If and whenever at any time after In case the Company shall fix a record date hereof for the Borrower issues issuance of additional Common Shares (or securities convertible into Common Shares) to the holders of all any of its outstanding Common Shares by way of a stock dividend or other distributiondistribution (other than as dividends paid in the ordinary course), other than a stock dividend to holders of Common Shares who exercise an option to receive in the any ordinary course equivalent dividends in Common Shares in lieu of receiving cash dividends, the Conversion Price will shall be adjusted immediately after the record date for such stock dividend or other distribution by multiplying the Conversion Price in effect on such record date by a fraction of which the numerator will shall be the total number of Common Shares outstanding on the record date and of which the denominator will shall be the total number of Common Shares outstanding on the record date plus the number of additional Common Shares which will shall result from the stock dividend or other distribution (assuming for this purpose that all Common Shares issuable upon the exercise of the conversion rights of the securities convertible into Common Shares had have been issued). Common Shares owned by or held for the account of the Company and/or its wholly-owned Subsidiaries shall be deemed not to be outstanding for the purposes of any such computation. Any dividend or distribution on the Common Shares of the Borrower Company in Common Shares will shall be deemed to have been issued on or made immediately prior to the time of the record date for such dividend or distribution for the purposes purpose of calculating the number of outstanding Common Shares under Subsection Sections (c) and (d) below. (c) If and whenever at any time after In case the Company shall fix a record date hereof for the Borrower makes making of a distribution to all holders of its Shares ofCommon Shares: (i) of shares in the capital of the Company of any class not included in (other than the definition of Common Shares); (ii) of evidences of its indebtedness; or ; (iii) of assets (excluding cash dividends or distributions, and dividends or distributions referred to in Subsection Section (b) above and above, stock dividends to holders of Common Shares who exercise an option to receive in the ordinary course equivalent dividends in Common Shares in lieu of receiving cash dividendsdividends and the distribution, by way of return of capital, reduction of paid up capital or otherwise, of all cobalt related assets owned by the Company and any of its Subsidiaries); or (iv) of options, rights or warrants (excluding those referred to in Section (d) below), then in each such case the Conversion Price will shall be adjusted immediately after the such record date for the making of such distribution so that it will shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator will shall be the total number of Shares outstanding Aggregate Market Capitalization on such record date multiplied by the Current Market Price on (not including any Common Shares issued, or issuable upon exercise of any option, right or warrant, pursuant to such record date, dividend) less the fair market value (as determined by the board of directors of the Borrowerdirectors, whose determination will shall be conclusive) of said shares or evidences of indebtedness or assets or options, rights or warrants so distributed, and of which the denominator will shall be the total number of Shares outstanding on Aggregate Market Capitalization immediately after such record date multiplied by such Current Market Pricedate. Common Shares owned by or held for the account of the Borrower will Company and/or its wholly-owned Subsidiaries shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment will shall be made successively as of any such record date. To the extent that such distribution is not so made, the Conversion Price will shall be readjusted to the Conversion Price which would then be in effect based upon the said shares, shares or evidences of indebtedness or assets or options, rights or warrants actually distributed. (d) In case the Company shall fix a record date for the issuance of options, rights or warrants to all holders of its Common Shares entitling them to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) within 45 days of such record date at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Conversion Price shall be adjusted immediately after the expiry of such 45-day period so that it shall equal the price determined by multiplying the Conversion Price in effect on the expiry of such 45-day period by a fraction, of which the numerator shall be the total number of Common Shares outstanding on the expiry of such 45-day period (not including any Common Shares outstanding as a result of such issuance) plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares so offered (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price per Common Share and of which the denominator shall be the total number of Common Shares outstanding on the expiry of such 45-day period plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are convertible or exchangeable, as the case may be). Common Shares owned by or held for the account of the Company and/or its wholly-owned Subsidiaries shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively as of any such record date. To the extent that such options, rights or warrants are not so issued or such options, rights or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually delivered upon the exercise of such options, rights or warrants. (e) No adjustments of the Conversion Price shall be made pursuant to Sections (b), (c) or (d) above if the holders of Bonds are permitted (subject to satisfying all regulatory requirements) to participate in such dividend or distribution on the Common Shares of the Company in cash equivalent, Common Shares or in the issue of such options, rights, warrants or such distribution, as the case may be, as though and to the same effect as if they had converted their Bonds into Common Shares prior to the record date for such dividend or distribution or the issue of such options, rights or warrants or such distribution, as the case may be. (f) In any case in which this Schedule will Article 4 shall require that an adjustment will shall become effective immediately after a record date for an event, the Borrower Company may defer until the occurrence of such event (i) issuing to the Lender, if the Loan is holder of any Bond converted in whole or in part after such record date and before the occurrence of such event, event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event over and above the Common Shares issuable upon such conversion before giving effect to such adjustment; provided, however, that the Borrower will Company shall deliver to the Lender such holder an appropriate instrument evidencing the Lender’s such holder's rights to receive such additional Shares, Common Shares upon the occurrence of the event requiring such adjustment. (eg) No adjustment in the Conversion Price will shall be required unless such adjustment would require an increase or decrease of at least one percent in such price; provided, however, that any adjustments which by reason of this Subsection Section (ei) are not required to be made will shall be carried forward and taken into account in any subsequent adjustment.

Adjustment of the Conversion Price. 6.7.1 The Conversion Price in effect at any date will be subject to adjustment from time to time as follows:in the events and in the manner provided in this Section 0. (a) 6.7.2 If and whenever at any time after the date hereof and prior to the conversion of the entire principal amount of this Note available for conversion to Common Shares, the Company: (a) subdivides, redivides or changes its outstanding Common Shares into a greater number of Common Shares; or‌ (b) reduces, combines or consolidates its outstanding Common Shares into a smaller number of Common Shares; or‌ (c) issues Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares are subdividedas a stock dividend or otherwise; or‌ (d) makes a distribution on its outstanding Common Shares to the holders of all or substantially all of the outstanding Common Shares payable in Common Shares or securities convertible into or exchangeable for Common Shares;‌ (any of such events in (a), redivided or changed into (b), (c) and (d) above being called a greater, or reduced, combined or consolidated into a lesser, number of shares or reclassified into different shares, “Common Share Reorganization”) then the Lender prior to Conversion Price will be adjusted on the effective date of a Common Share Reorganization, so that the Conversion Price shall equal the price determined by multiplying the Conversion Price immediately prior to such subdivisioneffective date by a fraction, redivision, change, reduction, combination, consolidation or reclassification the numerator of which will be entitled to receive and will accept, upon the exercise total number of such right at any time Common Shares outstanding on such effective date or thereafterbefore giving effect to such Common Share Reorganization and the denominator of which will be the total number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in lieu of the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares to which it was theretofor entitled upon conversion at the Conversion Price, the aggregate number of shares of the Borrower that the Lender would have been entitled to receive as a result of outstanding had all such subdivision, redivision, change, reduction, combination, consolidation securities been exchanged for or reclassification if, converted into Common Shares on the such effective date thereof, the Lender had been the registered holder of the number of Shares to which it was theretofor entitled upon conversiondate). (b) 6.7.3 If and whenever at any time after the date hereof and prior to the Borrower issues additional Shares (principal amount of this Note to Common Shares, the Company fixes a record date for the issue or securities convertible into Shares) the distribution to the holders of all or substantially all of the outstanding Common Shares of (i) securities of the Company, including rights, options or warrants to acquire securities of the Company or any of its outstanding Shares by way of a stock dividend property or assets; or (ii) any property or other distributionassets, other than including cash and evidences of indebtedness, and if such issuance or distribution does not constitute a stock dividend to holders Common Share Reorganization or a Rights Offering (any of Shares who exercise an option to receive in the ordinary course equivalent dividends in Shares in lieu of receiving cash dividendssuch non-excluded events being called a “Special Distribution”), then the Conversion Price will be adjusted effective immediately after the record date for such stock dividend or other distribution by multiplying the Conversion Price in effect on such record date by a fraction of which the numerator will be the total number of Shares outstanding on the record date and of which the denominator will be the total number of Shares outstanding on the record date plus the number of additional Shares which will result from the stock dividend or other distribution (assuming for this purpose that all Shares issuable upon the exercise of the conversion rights of the securities convertible into Shares had been issued). Any dividend or distribution on the Shares of the Borrower in Shares will be deemed to have been issued or made immediately prior to the time of the record date for such dividend or distribution for the purposes of calculating the number of outstanding Shares under Subsection (c) below. (c) If and whenever at any time after the date hereof the Borrower makes a distribution to all holders of its Shares of: (i) shares of any class not included in the definition of Shares; (ii) evidences of its indebtedness; or (iii) assets (excluding cash dividends or distributions, and dividends or distributions referred to in Subsection (b) above and stock dividends to holders of Shares who exercise an option to receive in the ordinary course equivalent dividends in Shares in lieu of receiving cash dividends); then in each such case the Conversion Price will be adjusted immediately after the record date for the making of such issuance or distribution so that it will shall equal the price determined by multiplying the Conversion Price in effect on such record issuance or distribution date by a fraction, : (a) the numerator of which will be: (i) the numerator will be product of the total number of Common Shares outstanding on the date of such record date multiplied by issuance or distribution and the Current Market Price of the Common Shares on the date of such record date, less issuance or distribution; less (ii) the aggregate fair market value (value, as determined in good faith by the board of directors of the BorrowerCompany, whose determination will be conclusiveto the holders of Common Shares of such securities or property or other assets so issued or distributed in the Special Distribution; and (b) of said shares or evidences of indebtedness or assets or options, rights or warrants so distributed, and the denominator of which the denominator will be the total product of the number of Common Shares outstanding on the date of such record date multiplied by such issuance or distribution and the Current Market Price. Price of the Common Shares owned by on such date. 6.7.4 If and whenever at any time after the date hereof and prior to the conversion of the principal amount of this Note available for conversion to Common Shares, there is a reclassification of the Common Shares at any time outstanding or held change of the Common Shares into other shares or into other securities or some other capital reorganization (other than a Common Share Reorganization), or a consolidation, amalgamation or merger of, or an arrangement involving, the Company with or into any other Company or other entity, or a transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another Company or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being called a “Capital Reorganization”), if the Holder exercises the right to convert any portion of the principal amount of this Note into Common Shares after the effective date of such Capital Reorganization the Holder will be entitled to receive, and will accept for the account same aggregate consideration in lieu of the Borrower number of Common Shares to which such Holder was previously entitled upon such conversion, the aggregate number of shares, other securities or other property which the Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares to which the Holder was previously entitled upon conversion. The Company will take all steps necessary to ensure that, on a Capital Reorganization, the Holder will receive the aggregate number of shares, other securities or other property to which it is entitled as a result of the Capital Reorganization. Appropriate adjustments will be deemed not to be outstanding for made in the purpose application of the provisions set forth in this Section 0 as a result of any such computationCapital Reorganization with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 0 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the conversion of this Note. Such Prior to or concurrent with effecting a Capital Reorganization, the Company will enter into an appropriate document which will set forth an appropriate adjustment to give effect to this Section 0. 6.7.5 For the purposes of Section 0: (a) The adjustments provided for in Section 0 are cumulative and will be computed to the nearest one-hundredth of one cent and will be made successively as of any such record date. To the extent that such distribution is not so madewhenever an event referred to therein occurs, the Conversion Price will be readjusted subject to the Conversion Price which would then be in effect based upon the said shares, evidences following provisions of indebtedness or assets actually distributedthis Section 6.7.5. (d) In any case in which this Schedule will require that an adjustment will become effective immediately after a record date for an event, the Borrower may defer until the occurrence of such event issuing to the Lender, if the Loan is converted in whole or in part after such record date and before the occurrence of such event, the additional Shares issuable upon such conversion by reason of the adjustment required by such event over and above the Shares issuable upon such conversion before giving effect to such adjustment; provided, however, that the Borrower will deliver to the Lender an appropriate instrument evidencing the Lender’s rights to receive such additional Shares, upon the occurrence of the event requiring such adjustment. (eb) No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would require an increase or decrease result in a change of at least one percent 1% in such pricethe Conversion Price; provided, however, that any adjustments which by reason which, except for the provisions of this Subsection (e) are not Section 0 would otherwise have been required to be made made, will be carried forward and taken into account in any subsequent adjustment. (c) If at any time a dispute arises with respect to adjustments provided for in Section 0, such dispute will be conclusively determined by the Company’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as agreed to by the Company and the Holder and any such determination will, absent manifest error, be binding upon the Company and the Holder. The Company agrees that such auditors or accountants will be given access to all necessary records of the Company. If any such determination is made, the Company will deliver an officer’s certificate to the Holder describing such determination. (d) If the Company sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price shall be made. (e) In the absence of a resolution of the board of directors of the Company fixing a record date for a Special Distribution or Rights Offering, the Company will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is affected. (f) The Company shall from time to time, as soon as practicable after the occurrence of any event which requires an adjustment or readjustment as provided in this Section 0, deliver an officer’s certificate to the Holder specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (g) For greater certainty, in the case where Common Shares have been previously issued pursuant to this Note, there shall be no retroactive adjustment to such number of Common Shares as a result of the occurrence of later events which require adjustments to the Conversion Price pursuant to this Section 0. (h) No adjustment to the Conversion Price will be required upon the issuance from time to time of Common Shares, or options or other securities pursuant to the Company’s stock option or other equity incentive plans or share purchase plans, or any dividend reinvestment plan, or any similar plan, if any, as such plans may be replaced, supplemented or further amended from time to time. In addition, for greater certainty, no adjustment to the Conversion Price will be required in connection with any offering from time to time of Common Shares or securities convertible into or exchangeable for Common Shares, whether by way of private placement or prospectus.

Adjustment of the Conversion Price. The Conversion Price will shall be subject to adjustment from time to time as follows: (ai) If and whenever the Company shall at any time after or from time to time during the date hereof the outstanding Shares are subdivided, redivided or changed into a greater, or reduced, combined or consolidated into a lesser, number Term of shares or reclassified into different shares, the Lender prior to the effective date of such subdivision, redivision, change, reduction, combination, consolidation or reclassification will be entitled to receive and will accept, upon the exercise of such right at any time on such effective date or thereafter, in lieu of the number of Shares to which it was theretofor entitled upon conversion at the Conversion Price, the aggregate number of this Note issue shares of the Borrower that the Lender would have been entitled to receive as a result of such subdivision, redivision, change, reduction, combination, consolidation or reclassification if, on the effective date thereof, the Lender had been the registered holder of the number of Shares to which it was theretofor entitled upon conversion. (b) If and whenever at any time after the date hereof the Borrower issues additional Shares (or securities convertible into Shares) to the holders of all of its outstanding Shares by way of a stock dividend or other distribution, Common Stock other than Excluded Stock (as hereinafter defined) without consideration or for a stock dividend to holders of Shares who exercise an option to receive in the ordinary course equivalent dividends in Shares in lieu of receiving cash dividends, the Conversion Price will be adjusted immediately after the record date for such stock dividend or other distribution by multiplying consideration per share less than the Conversion Price in effect on immediately prior to the issuance of such record date by Common Stock, the Conversion Price in effect immediately prior to each such issuance or adjustment shall forthwith (except as provided in this clause (i)) be adjusted to a fraction price equal to the consideration per share for which such additional shares of which Common Stock are so issued. For the numerator will purposes of any adjustment of the Conversion Price pursuant to this clause (i), the following provisions shall be applicable: 1. In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the total amount of cash paid therefor after deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. 2. In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the Company, irrespective of any accounting treatment; provided, however, that such fair market value as determined by the Board of Directors, together with any cash consideration being paid, shall not exceed the aggregate Current Market Price (as hereinafter defined) of the shares of Common Stock being issued. 3. In the case of the issuance of: (i) options to purchase or rights to subscribe for Common Stock, (ii) securities by their terms convertible into or exchangeable for Common Stock, or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities: (A) The aggregate maximum number of Shares outstanding on the record date and shares of which the denominator will be the total number of Shares outstanding on the record date plus the number of additional Shares which will result from the stock dividend or other distribution (assuming for this purpose that all Shares issuable Common Stock deliverable upon the exercise of the conversion such options to purchase or rights of the securities convertible into Shares had been issued). Any dividend or distribution on the Shares of the Borrower in Shares will to subscribe for Common Stock shall be deemed to have been issued at the time such options or made immediately prior rights were issued and for a consideration equal to the time of consideration (determined in the record date for such dividend or distribution for manner provided in subdivisions (1) and (2) above with the purposes of calculating proviso in subdivision (2) being applied to the number of outstanding Shares under Subsection (c) below. (c) If and whenever at any time after the date hereof the Borrower makes a distribution to all holders of its Shares of: (i) shares of any class not included Common Stock deliverable upon such exercise), if any, received by the Company upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the definition of SharesCommon Stock covered thereby; (iiB) evidences The aggregate maximum number of its indebtedness; shares of Common Stock deliverable upon conversion of, or (iii) assets in exchange for, any such convertible or exchangeable securities, or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversions or exchanges thereof, shall be deemed to have been issued at the time such securities were issued, or such options or rights were issued, and for a consideration equal to the consideration received by the Company for any such securities and related options or rights (excluding any cash dividends received on account of accrued interest or distributionsaccrued dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities or the exercise of any related options (the consideration in each case to be determined in the manner provided in subdivisions (1) and dividends or distributions referred to in Subsection (b2) above and stock dividends with the proviso in subdivision (2) being applied to holders the number of Shares who exercise an option to receive shares of Common Stock deliverable upon such conversion, exchange or exercise); (C) On any change in the ordinary course equivalent dividends in Shares in lieu of receiving cash dividends); then in each such case the Conversion Price will be adjusted immediately after the record date for the making of such distribution so that it will equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator will be the total number of Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the fair market value (as determined by the board shares of directors of the Borrower, whose determination will be conclusive) of said shares or evidences of indebtedness or assets or options, rights or warrants so distributed, and of which the denominator will be the total number of Shares outstanding on such record date multiplied by such Current Market Price. Shares owned by or held for the account of the Borrower will be deemed not to be outstanding for the purpose Common Stock deliverable upon exercise of any such computation. Such adjustment will be made successively as options or rights or conversion of any or exchange for such record date. To the extent that such distribution is not so madeconvertible or exchangeable securities, other than a change resulting from antidilution provisions thereof, the Conversion Price will shall forthwith be readjusted to such Conversion Price as would have resulted had the adjustment made upon the issuance of such options or rights related to such securities not converted prior to such change being made upon the basis of such change; and (D) On the expiration of any such options or rights, the termination of any such rights to convert or exchange, or the expiration of any options or rights, related to such convertible or exchangeable securities, the Conversion Price which shall forthwith be readjusted to such Conversion Price as would then be in effect based have resulted had the adjustment it made upon the said shares, evidences of indebtedness or assets actually distributed. (d) In any case in which this Schedule will require that an adjustment will become effective immediately after a record date for an event, the Borrower may defer until the occurrence issuance of such event issuing options, rights, securities or options or rights related to such securities being made upon the Lender, if basis of the Loan is converted in whole issuance of only the number of shares of Common Stock actually issued upon the conversion or in part after such record date and before the occurrence exchange of such event, securities or upon the additional Shares issuable upon such conversion by reason exercise of the adjustment required by such event over and above the Shares issuable upon such conversion before giving effect options or rights related to such adjustment; provided, however, that the Borrower will deliver to the Lender an appropriate instrument evidencing the Lender’s rights to receive such additional Shares, upon the occurrence of the event requiring such adjustmentsecurities. (e) No adjustment in the Conversion Price will be required unless such adjustment would require an increase or decrease of at least one percent in such price; provided, however, that any adjustments which by reason of this Subsection (e) are not required to be made will be carried forward and taken into account in any subsequent adjustment.