Common use of Adjustment Rules Clause in Contracts

Adjustment Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Section 9.2: (a) The adjustments provided for in this Article 9 are cumulative and, subject to Subsection 9.3(b), shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunder. (b) No adjustment in the CVR Payment Amount shall be required unless the adjustment would result in a change of at least 0.01% of the number of such Pan American Shares to be issued, provided, however, that any adjustments that, except for the provisions of this subsection would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (c) Notwithstanding anything in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American shall set a record date to determine the holders of Pan American Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount shall be required by reason of the setting of the record date. (g) In case Pan American, after the date hereof and prior to a conversion of the Rights, shall take any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstances. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment.

Adjustment Rules. The following rules and procedures For the purposes of Section 4.1, any adjustment shall be applicable made successively whenever an event referred to adjustments made pursuant to Section 9.2: (a) The adjustments provided for in this Article 9 are cumulative andtherein shall occur, subject to Subsection 9.3(b), the following provisions: 4.2.1 All calculations shall apply (without duplication) be made to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment the nearest 1/100th of the CVR Payment Amount or the number or kind of securities or property issuable hereunder.a Common Share; (b) 4.2.2 No adjustment in the CVR Payment Amount to an Exercise Price shall be required unless the such adjustment would result in a change of at least 0.01% of one per cent in the prevailing Exercise Price and no adjustment shall be made in the number of such Pan American Common Shares to which may be issued, subscribed for upon exercise of the Warrant unless it would require a change of at least 1/100th of a Common Share; provided, however, that any adjustments thatwhich, except for the provisions of this subsection Subsection 4.2.2 would otherwise have been required to be made, made shall be carried forward and taken into account in any subsequent adjustment.; (c) Notwithstanding anything in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (e) 4.2.3 If any questions, controversies or disputes question shall at any time arise with respect to adjustments of the CVR Payment Amountprovided for in this Article 4, such questionsquestion shall, controversies or disputes shall absent manifest error, be conclusively determined by Pan American’s external auditors ora firm of chartered accountants appointed by the Corporation (who may be the Corporation's auditors) and acceptable to the Warrant Agent, if they are unable or unwilling acting reasonably; such chartered accountants shall have access to actall necessary records of the Corporation and such determination shall be binding on the Corporation, in accordance with Section 6.2.the Warrant Agent and the Warrantholders, absent manifest error. In the event that any such determination is made, the Corporation shall deliver a certificate to the Warrant Agent describing such determination and confirming such consent; (f) 4.2.4 If Pan American the Corporation shall set a record date to determine the holders of Pan American its Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights, options or warrants and shall thereafter and before the distribution to such Shareholders of any such dividend, distribution or subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans plan to pay or deliver the such dividend, distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount Exercise Price or the number of Common Shares purchasable upon exercise of the warrant shall be required by reason of the setting of the such record date.; and (g) In case Pan American, after 4.2.5 As a condition precedent to the date hereof and prior to a conversion taking of any action which would require any adjustment in any of the Rightssubscription rights pursuant to any of the Warrants, the Corporation shall take any corporate action affecting the Pan American Shares, other than any action described in this Article 9, whichwhich may, in the reasonable opinion of counsel, be necessary in order that the DirectorsCorporation have unissued and reserved in its authorized capital, would materially affect the rights and may validly and legally issue as fully paid and non-assessable, all of the Holders or Underlying Securities that the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstances. (h) The Rights Agent shall be Warrantholders are entitled to act and rely upon receive on full exercise thereof in accordance with the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustmentprovisions hereof.

Adjustment Rules. The following rules and procedures For the purposes of Section 2.13, any adjustment shall be applicable made successively whenever an event referred to adjustments made pursuant therein shall occur, subject to Section 9.2the following provisions: (a) The adjustments provided for in this Article 9 are cumulative and, subject all calculations shall be made to Subsection 9.3(b), shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment the nearest 1/100th of the CVR Payment Amount or the number or kind of securities or property issuable hereunder.a Common Share; (b) No no adjustment in the CVR Payment Amount to an Exercise Price shall be required unless the such adjustment would result in a change of at least 0.01% of one per cent in the prevailing Exercise Price and no adjustment shall be made in the number of such Pan American Common Shares to which may be issued, subscribed for upon exercise of the Warrant unless it would require a change of at least 1/100th of a Common Share; provided, however, that any adjustments thatwhich, except for the provisions of this subsection Section 2.14(b) would otherwise have been required to be made, made shall be carried forward and taken into account in any subsequent adjustment.; (c) Notwithstanding anything in this Article 9, no adjustment if any question shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amountprovided for in this Article 2, such questionsquestion shall, controversies or disputes shall absent manifest error, be conclusively determined by Pan American’s external auditors ora firm of chartered accountants appointed by the Company (who may be the Company's auditors) and acceptable to the Trustee, if they are unable or unwilling acting reasonably; such chartered accountants shall have access to actall necessary records of the Company and such determination shall be binding on the Company, in accordance with Section 6.2.the Trustee and the Warrantholders, absent manifest error. In the event that any such determination is made, the Company shall deliver a certificate to the Trustee describing such determination and confirming such consent; (fd) If Pan American if the Company shall set a record date to determine the holders of Pan American its Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights, options or warrants and shall thereafter and before the distribution to such Shareholders of any such dividend, distribution or subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans plan to pay or deliver the such dividend, distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount Exercise Price or the number of Common Shares purchasable upon exercise of the warrant shall be required by reason of the setting of the such record date.; and (ge) In case Pan American, after as a condition precedent to the date hereof and prior to a conversion taking of any action which would require any adjustment in any of the Rightssubscription rights pursuant to any of the Warrants, the Company shall take any corporate action affecting the Pan American Shares, other than any action described in this Article 9, whichwhich may, in the reasonable opinion of counsel, be necessary in order that the DirectorsCompany have unissued and reserved in its authorized capital, would materially affect the rights and may validly and legally issue as fully paid and non-assessable, all of the Holders or Underlying Securities that the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstances. (h) The Rights Agent shall be Warrantholders are entitled to act and rely upon receive on full exercise thereof in accordance with the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustmentprovisions hereof.

Adjustment Rules. The following rules (1) In any case in which this Article 5 shall require that an adjustment shall become effective immediately after a record date for or effective date of an event referred to herein, Kinross may defer, until the occurrence and procedures consummation of such event, issuing to the holder of any Warrant exercised after such record date or effective date and before the occurrence and consummation of such event 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 Kinross will deliver to such holder, as soon as reasonably practicable after such record date or effective date, as applicable, an appropriate instrument evidencing such holder's right to receive such additional Common Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Common Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the Exercise Date, or such later date as such holder would, but for the provisions of this Section 5.4, have become the holder of record of such additional Common Shares, warrants or of such other securities or property pursuant to Subsection 4.2(1). (2) If Kinross shall set a record date to determine the holders of the securities for the purpose of entitling them to receive any dividend or distribution or any subscription or exercise rights and shall, thereafter and before the distribution to such securityholders of any such dividend, distribution or subscription or exercise rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or exercise rights, then no adjustment in the number of Common Shares obtainable upon exercise of any Warrant shall be applicable required by reason of the setting of such record date. In the absence of a resolution of the directors fixing a record date to adjustments made pursuant determine the holders of the securities for the purpose of entitling them to Section 9.2:receive any dividend or distribution or any subscription or exercise rights, Kinross shall be deemed to have fixed as the record date therefor the date on which such transaction is effected. (a3) The adjustments provided for in this Article 9 5 are cumulative andcumulative, subject and shall, in the case of any adjustment to Subsection 9.3(b)the Exchange Rate or the Exercise Price, shall be computed to the nearest one one-hundredth of a Common Share and will apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changesdistributions, distributions and issuances or other events resulting in any adjustment under the provisions of this Article 5, provided that, notwithstanding any other events that require provision of this Section 5.4, no adjustment of the CVR Payment Amount Exchange Rate or the number or kind of securities or property issuable hereunder. (b) No adjustment in the CVR Payment Amount shall Exercise Price will be required unless the such adjustment would result in a change require an increase or decrease of at least 0.011% of in the number of such Pan American Shares to be issued, Exchange Rate or the Exercise Price then in effect (provided, however, that any adjustments that, except for the provisions adjustment which by reason of this subsection would otherwise have been Subsection 5.4(3) is not required to be made, shall will be carried forward and taken into account in any subsequent adjustment). (c4) Notwithstanding anything If any question arises with respect to the adjustments provided in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount5, such questions, controversies or disputes question shall be conclusively determined by Pan American’s external Kinross' auditors or, if they are unable or unwilling to act, in accordance with Section 6.2by such firm of chartered accountants as is appointed by Kinross and acceptable to the Trustee. Such accountants shall have access to all necessary records of Kinross and such determination shall be binding upon Kinross, the Trustee and the Warrantholders. (f5) If Pan American shall set All shares of any class or other securities or property which a record date Warrantholder is at the time in question entitled to determine receive on the holders full exercise of Pan American Shares his Warrants, whether or not as a result of adjustments made pursuant to this Article 5 shall, for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount shall be required by reason purposes of the setting interpretation of this Indenture, be deemed to be Common Shares which such Warrantholder is entitled to subscribe for pursuant to the record dateexercise of such Warrants. (g6) In case Pan AmericanIf and whenever at any time during the Adjustment Period, after the date hereof and prior to a conversion of the Rights, Kinross shall take any action affecting or relating to the Pan American Common Shares, other than any action described in this Article 95, which, which in the reasonable opinion of the Directorsdirectors, after consultation with the Trustee, would materially adversely affect the rights of any holders of Warrants, the Holders or Exchange Rate and/or the rights attached to the Rights, then the CVR Payment Amount shall Exercise Price will be adjusted by the directors in such manner, if any, and at such time time, as the Directors maydirectors, may in their discretion, reasonably sole discretion determine to be equitable in the circumstances to the Holders in such circumstancesholders. (h7) The Rights Agent As a condition precedent to the taking of any action which would require an adjustment in any of the rights under the Warrants, Kinross will take any action which may, in the opinion of counsel to Kinross, be necessary in order that Kinross, or any successor to Kinross or successor to the undertaking or assets of Kinross, will be obligated to and may validly and legally issue as fully paid and non-assessable all the Common Shares or other securities or property which the holders of Warrants would be entitled to receive thereafter on the exercise thereof in accordance with the provisions hereof. (8) At least 21 days before the earlier of the effective date of or record date for any event referred to in this Article 5 that requires or might require an adjustment in any of the rights under the Warrants or such longer notice period as may be applicable in respect of notices required to be delivered by Kinross to holders of its Common Shares, Kinross will: (a) file with the Trustee a certificate of Kinross specifying the particulars of such event and, to the extent determinable, any adjustment required and the computation of such adjustment; and (b) give notice to the Warrantholders of the particulars of such event and, to the extent determinable, any adjustment required and a description of how such adjustment will be calculated. Such notice need only set forth such particulars as have been determined at the date such notice is given. If any adjustment for which such notice is given is not then determinable, promptly after such adjustment is determinable Kinross will: (c) file with the Trustee a certificate of Kinross showing the computation of such adjustment; and (d) give notice to the Warrantholders of such adjustment. Where a notice pursuant to this Subsection 5.4(8) has been given, the Trustee shall be entitled to act and rely upon on any adjustment calculation of Kinross or Kinross' auditors. (9) Subject to Subsection 10.3 (1) the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and Trustee shall not not: (a) at any time be under any duty or responsibility to any Holder Warrantholder to determine whether any facts exist which may require any adjustment contemplated by this Article 9in the Exchange Rate or the Exercise Price, or with respect to the nature or extent of any such adjustment when made made, or with respect to the method employed in making such adjustmentsame; (b) be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any shares or other securities or property which may at any time be issued or delivered upon the exercise or deemed exercise of any Warrant; or (c) be responsible for any failure of Kinross to issue, transfer or deliver Common Shares or certificates representing Common Shares upon the surrender of any Warrant for the purpose of exercise, or to comply with any of the covenants contained in this Article 5.

Adjustment Rules. The following rules and procedures shall be applicable (a) Subject to adjustments the other provisions of this section 6, any adjustment made pursuant to Section 9.2: (a) The adjustments provided for in this Article 9 sections 4 or 5 are cumulative and, subject and shall be made successively whenever any event referred to Subsection 9.3(b), in either of such sections shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunderoccur. (b) In any case where 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: (i) issuing to the Holder, by reason of the adjustment required by such event, the additional Warrant Shares issuable upon exercise of the Warrants after such record date and before the occurrence of such event; and (ii) delivering to the Holder any distributions declared with respect to such additional Warrant Shares after the exercise of the Warrants and before such event, provided, however, that the Corporation shall deliver to the Holder an appropriate instrument evidencing the Holder's right, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrants and to such distributions declared with respect to any such additional Warrant Shares issuable on the exercise of the Warrants. (c) No adjustment in the CVR Payment Amount Exercise Price shall be required unless the adjustment would result in a change of at least 0.011% of in the Exercise Price then in effect and no adjustment shall be made in the number of such Pan American Warrant Shares to be issuedissuable on the exercise of the Warrants unless it would result in a change of at least one one-hundredth of a Warrant Share, provided, however, that any adjustments thatwhich, except for the provisions of this subsection (c) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (c) Notwithstanding anything in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount Exercise Price or in the number or kind of securities issuable on exercise of the Warrants shall be made in respect of any events event described in this Article 9 sections 4 or 5 if the Holders are Holder is entitled to participate in the events such event (subject to Exchange acceptance, if required) on the same terms, terms mutatis mutandis, mutandis as if their Rights the Holder had been converted immediately exercised the Warrants prior to or on the effective date or record date date, as the case may be, of the eventssuch event. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American Corporation shall set a record date to determine the holders of Pan American Shares shareholders for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafterthereafter and before the distribution to such shareholders of any such dividend, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, no adjustment in the CVR Payment Amount Exercise Price or the number of Warrant Shares issuable upon exercise of these Warrants shall be required by reason of the setting of the such record date. (f) In the absence of a resolution of the directors of the Corporation fixing a record date for a stock dividend or other distribution comprising a Common Share Reorganization, a Rights Offering or a Special Distribution, the Corporation shall be deemed to have fixed as the record date therefor the effective date of such event. (g) In case Pan AmericanThe Corporation will not, after the date hereof and prior whether pursuant to an adjustment under sections 4 or 5 or any other circumstances, be obligated to issue any fraction of a conversion Warrant Share on any exercise or partial exercise of the RightsWarrants. If any fractional interest in a Warrant Share would, shall take any action affecting except for the Pan American Sharesprovisions of this section 6(g), other than any action described in this Article 9, which, in be issuable upon the reasonable opinion exercise or partial exercise of the DirectorsWarrants, would materially affect the rights number of the Holders or the rights attached Warrant Shares issuable shall be rounded down to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstancesnearest whole number. (h) The Rights Agent shall be entitled to act and rely upon In the certificate event of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or question arising with respect to the nature adjustments provided for in sections 4 or extent 5, such question shall conclusively be determined by a firm of any reputable chartered accountants appointed by the Corporation, acting reasonably, provided that such adjustment when made or accounting firm shall not be the method employed in making auditors of the Corporation, and the costs and expenses of such adjustmentaccounting firm shall be borne by the Corporation. Such accountants shall have access to all necessary records of the Corporation and such determination shall be binding upon the Corporation and the Holder.

Adjustment Rules. The following rules and procedures For the purposes of Section 4.1, any adjustment shall be applicable made successively whenever an event referred to adjustments made pursuant therein shall occur, subject to Section 9.2the following provisions: (a) The adjustments provided for in this Article 9 are cumulative and, subject all calculations shall be made to Subsection 9.3(b), shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment the nearest 1/100th of the CVR Payment Amount or the number or kind of securities or property issuable hereunder.a Common Share; (b) No no adjustment in the CVR Payment Amount to an Exercise Price shall be required unless the such adjustment would result in a change of at least 0.01% of one per cent (1%) in the prevailing Exercise Price and no adjustment shall be made in the number of such Pan American Common Shares to which may be issued, subscribed for upon exercise of the Warrant unless it would require a change of at least 1/100th of a Common Share; provided, however, that any adjustments thatwhich, except for the provisions of this subsection Section 4.2(b) would otherwise have been required to be made, made shall be carried forward and taken into account in any subsequent adjustment.; (c) Notwithstanding anything in this Article 9, no adjustment if any question shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amountprovided for in this Article 4, such questionsquestion shall, controversies or disputes shall absent manifest error, be conclusively determined by Pan Americana firm of chartered accountants appointed by the Corporation (who may be the Corporation’s external auditors orauditors) and acceptable to the Trustee, if they are unable or unwilling acting reasonably; such chartered accountants shall have access to actall necessary records of the Corporation and such determination shall be binding on the Corporation, in accordance with Section 6.2.the Trustee and the Warrantholders, absent manifest error. In the event that any such determination is made, the Corporation shall deliver a certificate to the Trustee describing such determination and confirming such consent; (fd) If Pan American if the Corporation shall set a record date to determine the holders of Pan American its Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights, options or warrants and shall thereafter and before the distribution to such Shareholders of any such dividend, distribution or subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans plan to pay or deliver the such dividend, distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount Exercise Price or the number of Common Shares purchasable upon exercise of the Warrant shall be required by reason of the setting of the such record date.; and (ge) In case Pan American, after as a condition precedent to the date hereof and prior to a conversion taking of any action which would require any adjustment in any of the Rightssubscription rights pursuant to any of the Warrants, the Corporation shall take any corporate action affecting the Pan American Shares, other than any action described in this Article 9, whichwhich may, in the reasonable opinion of Counsel, be necessary in order that the DirectorsCorporation has unissued and reserved in its authorized capital, would materially affect the rights and may validly and legally issue as fully paid and non-assessable, all of the Holders or Underlying Securities that the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstances. (h) The Rights Agent shall be Warrantholders are entitled to act and rely upon receive on full exercise thereof in accordance with the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustmentprovisions hereof.

Adjustment Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Section 9.2: (a) The Any adjustments provided for in pursuant to this Article 9 are cumulative andSection 4 shall be made successively whenever an event referred to herein shall occur, subject to Subsection 9.3(b)except that, shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and notwithstanding any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunder. (b) No adjustment in the CVR Payment Amount shall be required unless the adjustment would result in a change of at least 0.01% of the number of such Pan American Shares to be issued, provided, however, that any adjustments that, except for the provisions provision of this subsection would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (c) Notwithstanding anything in this Article 9Section 4, no adjustment shall be made to the CVR Payment Amount number of shares of Common Stock or to the Exercise Price if such adjustment represents less than 1% of the issue number of Pan American Shares is being shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of shares to be so delivered. (b) Notwithstanding any other provision of this Agreement, the actual amount payable by a Holder in connection with the exercise of a Warrant hereunder shall not be less than the par value per share of the Common Stock, unless and until the Exercise Price, as adjusted pursuant to this Indenture or pursuant Section 4, has been reduced to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date an amount less than 1% of the events. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments par value per share of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American shall set a record date to determine the holders of Pan American Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount shall be required by reason of the setting of the record date. (g) In case Pan American, after the date hereof and prior to a conversion of the Rights, shall take Common Stock. Before taking any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, which would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstances. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American cause an adjustment pursuant to this Article 9 and Section 4 which would reduce the Exercise Price below 1% of the par value per share, the Corporation shall not at use reasonable best efforts to take any time be under any duty or responsibility to any Holder to determine whether any facts exist corporate action which may require any adjustment contemplated by this Article 9be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted; provided, or with respect that if corporate action is not taken which enables the Corporation to so validly and legally issue fully paid and nonassessable Warrant Shares at the nature or extent Exercise Price as so adjusted, the Exercise Price shall be the lowest price required under Applicable Law to enable the Corporation to so validly and legally issue fully paid and nonassessable Warrant Shares (i.e. the par value per share of any such adjustment when made or the method employed in making such adjustmentCommon Stock).

Adjustment Rules. The following rules and procedures shall will be applicable to adjustments made pursuant to Section 9.2this Article 4: (a) The 4.9.1 the adjustments and readjustments provided for in this Article 9 4 are cumulative and, subject to Subsection 9.3(b)Section 4.9.2, shall will apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunder.such an adjustment; (b) No 4.9.2 no adjustment in the CVR Payment Amount shall Exercise Price Per Warrant will be required made unless the adjustment it would result in a change of at least 0.011% in the then applicable Exercise Price Per Warrant and no adjustment in the Exercise Proceeds will be made unless it will result in a change of the kind of, or of at least 1% in the number of such Pan American Shares of, securities to be issued, provided, however, that delivered as Exercise Proceeds on exercise of a Warrant and any adjustments adjustment that, except for the provisions of this subsection paragraph, would otherwise have been required to be made, shall will be carried forward and taken into account in any subsequent the next adjustment.; (c) Notwithstanding anything in this Article 9, 4.9.3 no such adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall will be made in respect of any events an event described in this Article 9 Sections 4.2.1, 4.3 or 4.4 if the Holders Warrantholders are entitled to participate in the events event (subject, if applicable, to approval by the Toronto Stock Exchange or NYSE MKT LLC) on the same terms, mutatis mutandis, as if they had exercised their Rights had been converted Warrants immediately prior to before the effective date of or record date for the event; 4.9.4 no such adjustment will be made in respect of the events.issue of Common Shares other than in the circumstances described in this Article 4 and, for greater certainty, no adjustment will be made in respect of the following circumstances: (i) issue of Common Shares pursuant to the Warrants or any Equity-Based Compensation Plan; or (ii) issue of Common Shares pursuant to First Nations or Aboriginal Communities or their members pursuant to any obligations under any exploration accommodation agreement, benefits agreement or similar agreement with any First Nations or Aboriginal Communities which is existing as at, or entered into following, the date hereof; (e) If 4.9.5 any questions, controversies or disputes shall dispute that arises at any time arise with respect to adjustments of any adjustment or determination made pursuant to this Article 4 (including a determination under Section 4.10 hereof as to whether any action taken by the CVR Payment Amount, such questions, controversies or disputes shall Corporation requires that an adjustment be made) will be conclusively determined by Pan American’s external auditors orsuch Canadian nationally recognized independent investment banking or accounting firm as the Majority Holders and the Corporation may agree upon. If the Majority Holders and the Corporation do not agree upon the appointment of such investment banking or accounting firm within ten (10) Business Days of the date on which a party notifies the other of a dispute with respect to any adjustment, or requirement for an adjustment, pursuant to this Article 4, either the Corporation or any Holder may thereafter apply to a judge of the Ontario Superior Court sitting in Toronto to appoint such an investment banking or accounting firm meeting the foregoing criteria to determine the matters in dispute. The matters in dispute shall be determined by the investment banking or accounting firm so appointed within ten (10) Business Days of its appointment. The determination of the matters in dispute by the investment banking or accounting firm so appointed shall be final and binding on the Corporation and all Holders, absent manifest error; 4.9.6 if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American the Corporation shall set a record date to determine the holders of Pan American the Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafterthereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plans plan to pay or deliver the such dividend, distribution or subscription or purchase rights, then no any prior adjustment resulting from the setting of the record date in the CVR Payment Amount Exercise Price Per Warrant or the number of Common Shares purchasable upon exercise of any Warrant shall be required by reason readjusted following the public announcement of such abandonment to the price and/or number of shares prevailing on the date prior to the setting of the record date.; (g) In case Pan American4.9.7 in the absence of a resolution of the directors of the Corporation fixing the record date for an event referred to in Sections 4.2, after 4.3, 4.4 or 4.5, and except as otherwise required by law, the Corporation will be deemed to have fixed as the record date therefor the date hereof and prior to a conversion of on which the Rights, shall take any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstancesevent is effected. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment.

Adjustment Rules. The following rules and procedures (i) Any adjustments pursuant to this Section 9 shall be applicable made successively whenever an event referred to adjustments made pursuant to Section 9.2: (a) The adjustments provided for in this Article 9 are cumulative and, subject to Subsection 9.3(b), herein shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunderoccur. (b) No adjustment in the CVR Payment Amount shall be required unless the adjustment would result in a change of at least 0.01% of the number of such Pan American Shares to be issued, provided, however, that any adjustments that, except for the provisions of this subsection would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (c) Notwithstanding anything in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (eii) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American Company shall set a record date to determine the holders of Pan American Shares shares of Common Stock for the purpose purposes of entitling them to receive any distribution a Common Stock Reorganization, Common Stock Distribution, Dividend or any subscription or purchase rights in accordance with this Article 9 Capital Reorganization, and shall, thereafter, shall legally abandon its plans such action prior to pay or deliver the distribution or subscription or purchase rightseffecting such action, then no adjustment in the CVR Payment Amount shall be required by reason made pursuant to this Section 9 in respect of the setting of the record datesuch action. (giii) No adjustment in the amount of the Exercise Price shall be made hereunder unless such adjustment increases or decreases such amount or price by one cent or more, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve to adjust such Exercise Price by one cent or more. (iv) No adjustment in the Exercise Price shall be made hereunder if such adjustment would reduce the exercise price to an amount below par value of the Common Stock, which par value shall initially be $.01 per share of Common Stock. (v) In case Pan Americancomputing adjustments under this Section 9 or the number of shares that may be purchased upon exercise of either of the Options, after fractional interests in Common Stock shall be taken into account to the nearest 1/10th of a share, and adjustments in the Exercise Price shall be made to the nearest $.01. (vi) No adjustment shall be made under this Section 9, (A) upon the exercise of any warrants, options or convertible securities (other than the Series C Preferred Stock) issued and outstanding on the date hereof and prior in accordance with the terms of such securities as of such date; (B) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee or director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for the purpose; (C) upon the issuance of the Common Stock or Options in accordance with terms of the Purchase Agreement; (D) upon the exercise of the Options; (E) the issuance of up to 13,250,000 shares of Common Stock (or common-stock equivalent preferred stock that is convertible into common stock) in connection with the exchange or conversion of the RightsSeries C Preferred Stock; (F) the issuance contemporaneously with the closing under the Purchase Agreement of up to an amount of shares of Common Stock equal to the product of (1) two multiplied by (2) the number of shares of Common Stock purchased by Holders pursuant to the Purchase Agreement, shall take any action affecting at a purchase price of $2.19 per share; or (g) the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion issuance of the Directors, would materially affect the rights shares of the Common Stock purchased by Holders or the rights attached pursuant to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstancesPurchase Agreement. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment.

Adjustment Rules. The following rules and procedures shall be applicable (a) Subject to adjustments the other provisions of this section 5, any adjustment made pursuant to Section 9.2: (a) The adjustments provided for in this Article 9 sections 3 or 4 are cumulative and, subject and shall be made successively whenever any event referred to Subsection 9.3(b), in either of such sections shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunderoccur. (b) In any case where an adjustment shall become effective immediately after a record date for an event referred to herein, the Company may defer, until the occurrence of such event: (i) issuing to the Holder, by reason of the adjustment required by such event, the additional Warrant Shares issuable upon exercise of the Warrants after such record date and before the occurrence of such event; and (ii) delivering to the Holder any distributions declared with respect to such additional Warrant Shares after the exercise of the Warrants and before such event; provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the Holder's right, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrants and to such distributions declared with respect to any such additional Warrant Shares issuable on the exercise of the Warrants. (c) No adjustment in the CVR Payment Amount Exercise Price shall be required unless the adjustment would result in a change of at least 0.011% of in the Exercise Price then in effect and no adjustment shall be made in the number of such Pan American Warrant Shares to be issuedissuable on the exercise of the Warrants unless it would result in a change of at least one one-hundredth of a Warrant Share, provided, however, that any adjustments thatwhich, except for the provisions of this subsection (c) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (c) Notwithstanding anything in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount Exercise Price or in the number or kind of securities issuable on exercise of the Warrants shall be made in respect of any events event described in this Article 9 sections 3 and 4 if the Holders are Holder is entitled to participate in the events such event on the same terms, terms mutatis mutandis, mutandis as if their Rights the Holder had been converted immediately exercised the Warrants prior to or on the effective date or record date of the events. (e) If any questionsdate, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American shall set a record date to determine the holders of Pan American Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount shall be required by reason of the setting of the record date. (g) In case Pan American, after the date hereof and prior to a conversion of the Rights, shall take any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors maycase may be, in their discretion, reasonably determine to be equitable to the Holders in of such circumstancesevent. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment.

Adjustment Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Section 9.2: (a1) The adjustments provided for In any case in which this Article 9 are cumulative and5 shall require that an adjustment shall become effective immediately after a record date for or effective date of an event referred to herein, subject Crystallex may defer, until the occurrence and consummation of such event, issuing to Subsection 9.3(b)the holder of any Warrant exercised or deemed to have been exercised after such record date or effective date and before the occurrence and consummation of such event the additional Common Shares, shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any warrants or other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunder. (b) No adjustment in the CVR Payment Amount shall be required unless upon such exercise or deemed exercise by reason of the adjustment would result in a change of at least 0.01% of the number of required by such Pan American Shares to be issuedevent, provided, however, that Crystallex will deliver to such holder, as soon as reasonably practicable after such record date, an appropriate instrument evidencing such holder's right to receive such additional Common Shares, warrants or other securities or property upon the occurrence and consummation of such event and the right to receive any adjustments thatdividend or other distribution in respect of such additional Common Shares, except warrants or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the Exercise Date, or such later date as such holder would, but for the provisions of this Section, have become the holder of record of such additional Common Shares, warrants or of such other securities or property pursuant to subsection would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment4.2(1). (c2) Notwithstanding anything in this Article 9, no After any adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American shall set a record date to determine the holders of Pan American Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount shall be required by reason of the setting of the record date. (g) In case Pan American, after the date hereof and prior to a conversion of the Rights, shall take any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstances. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 5, the term "Common Shares" where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and shall not at any time be under any duty or responsibility all prior adjustments pursuant to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 95, a Warrantholder is entitled to receive upon the exercise of his Warrants, and the number of Common Shares indicated in any exercise made pursuant to a Warrant shall be interpreted to include the number of Common Shares and other property or with respect securities a Warrantholder is entitled to the nature or extent receive, as a result of any such adjustment when made or and all prior adjustments pursuant to this Article 5, upon the method employed in making such adjustmentfull exercise of a Warrant.

Adjustment Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Section 9.2: (a1) The adjustments provided for In any case in which this Article 9 are cumulative and5 shall require that an adjustment shall become effective immediately after a record date for or effective date of an event referred to herein, subject Crystallex may defer, until the occurrence and consummation of such event, issuing to Subsection 9.3(b)the holder of any Warrant exercised or deemed to have been exercised after such record date or effective date and before the occurrence and consummation of such event the additional Common Shares, shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any warrants or other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunder. (b) No adjustment in the CVR Payment Amount shall be required unless upon such exercise or deemed exercise by reason of the adjustment would result in a change of at least 0.01% of the number of required by such Pan American Shares to be issuedevent, provided, however, that Crystallex will deliver to such holder, as soon as reasonably practicable after such record date, an appropriate instrument evidencing such holder’s right to receive such additional Common Shares, warrants or other securities or property upon the occurrence and consummation of such event and the right to receive any adjustments thatdividend or other distribution in respect of such additional Common Shares, except warrants or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the Exercise Date, or such later date as such holder would, but for the provisions of this Section, have become the holder of record of such additional Common Shares, warrants or of such other securities or property pursuant to subsection would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment5.2(1). (c2) Notwithstanding anything in this Article 9, no After any adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American shall set a record date to determine the holders of Pan American Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount shall be required by reason of the setting of the record date. (g) In case Pan American, after the date hereof and prior to a conversion of the Rights, shall take any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstances. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 5, the term “Common Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and shall not at any time be under any duty or responsibility all prior adjustments pursuant to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 95, a Warrantholder is entitled to receive upon the exercise of his Warrants, and the number of Common Shares indicated in any exercise made pursuant to a Warrant shall be interpreted to include the number of Common Shares and other property or with respect securities a Warrantholder is entitled to the nature or extent receive, as a result of any such adjustment when made or and all prior adjustments pursuant to this Article 5, upon the method employed in making such adjustmentfull exercise of a Warrant.

Adjustment Rules. The following rules and procedures shall be applicable (a) Subject to adjustments the other provisions of this section 6, any adjustment made pursuant to Section 9.2: (a) The adjustments provided for in this Article 9 sections 4 or 5 are cumulative and, subject and shall be made successively whenever any event referred to Subsection 9.3(b), in either of such sections shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunderoccur. (b) In any case where 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: (i) issuing to the Holder, by reason of the adjustment required by such event, the additional Warrant Shares issuable upon exercise of the Warrants after such record date and before the occurrence of such event; and (ii) delivering to the Holder any distributions declared with respect to such additional Warrant Shares after the exercise of the Warrants and before such event, provided, however, that the Corporation shall deliver to the Holder an appropriate instrument evidencing the Holder’s right, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrants and to such distributions declared with respect to any such additional Warrant Shares issuable on the exercise of the Warrants. (c) No adjustment in the CVR Payment Amount Exercise Price shall be required unless the adjustment would result in a change of at least 0.011% of in the Exercise Price then in effect and no adjustment shall be made in the number of such Pan American Warrant Shares to be issuedissuable on the exercise of the Warrants unless it would result in a change of at least one one-hundredth of a Warrant Share, provided, however, that any adjustments thatwhich, except for the provisions of this subsection (c) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (c) Notwithstanding anything in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount Exercise Price or in the number or kind of securities issuable on exercise of the Warrants shall be made in respect of any events event described in this Article 9 sections 4 or 5 if the Holders are Holder is entitled to participate in the events such event (subject to Exchange acceptance) on the same terms, terms mutatis mutandis, mutandis as if their Rights the Holder had been converted immediately exercised the Warrants prior to or on the effective date or record date date, as the case may be, of the eventssuch event. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American Corporation shall set a record date to determine the holders of Pan American Shares shareholders for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafterthereafter and before the distribution to such shareholders of any such dividend, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, no adjustment in the CVR Payment Amount Exercise Price or the number of Warrant Shares issuable upon exercise of these Warrants shall be required by reason of the setting of the such record date. (f) In the absence of a resolution of the directors of the Corporation fixing a record date for a stock dividend or other distribution comprising a Common Share Reorganization, a Rights Offering or a Special Distribution, the Corporation shall be deemed to have fixed as the record date therefor the effective date of such event. (g) In case Pan AmericanThe Corporation will not, after the date hereof whether pursuant to an adjustment under sections 4 and prior 5 or any other circumstances, be obligated to issue any fraction of a conversion Warrant Share on any exercise or partial exercise of the RightsWarrants. If any fractional interest in a Warrant Share would, shall take any action affecting except for the Pan American Sharesprovisions of this section 5(g), other than any action described in this Article 9, which, in be issuable upon the reasonable opinion exercise or partial exercise of the DirectorsWarrants, would materially affect the rights number of the Holders or the rights attached Warrant Shares issuable shall be rounded down to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstancesnearest whole number. (h) The Rights Agent shall be entitled to act and rely upon In the certificate event of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or question arising with respect to the nature adjustments provided for in sections 4 or extent 5, such question shall conclusively be determined by a firm of any reputable chartered accountants appointed by the Corporation, which accountants may be the Corporation’s auditors. Such accountants shall have access to all necessary records of the Corporation and such adjustment when made or determination shall be binding upon the method employed in making such adjustmentCorporation and the Holder.

Adjustment Rules. The following rules and procedures (i) Any adjustments pursuant to this Section 13 shall be applicable made successively whenever an event referred to adjustments herein shall occur. If an adjustment in Exercise Price made pursuant hereunder would reduce the Exercise Price to Section 9.2: (a) The adjustments provided for in this Article 9 are cumulative and, subject to Subsection 9.3(b), shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment an amount below par value of the CVR Payment Amount or Common Stock, then such adjustment in Exercise Price made hereunder shall reduce the number or kind Exercise Price to the par value of securities or property issuable hereunderthe Common Stock. (bii) No adjustment Except as otherwise provided in this Section 13, the CVR Payment Amount shall be required unless the adjustment would result in a change of at least 0.01% of Exercise Price and the number of such Pan American Shares will not be adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to be issued, provided, however, that any adjustments that, except for the provisions of this subsection would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustmentstockholder rights plans. (ciii) Notwithstanding anything in this Article 9Warrant to the contrary, no adjustment to the Exercise Price or the number of Shares shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture Section 13 for a transaction (other than for share splits or share combinations pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution.Section 13(A)): (d1) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled Corporation makes provision for the Warrantholder to participate in the events on transaction, at the same termstime and upon the same terms as holders of Common Stock participate in such transaction, mutatis mutandiswithout exercising this Warrant, as if their Rights had been converted immediately prior the Warrantholder held a number of shares of Common Stock equal to the effective date number of Shares (without giving effect to any adjustment pursuant to Section 13 on account of such transaction); (2) upon the issuance of any shares of Common Stock or record date options or rights to purchase such shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Corporation or any of its Subsidiaries or of any employee agreements or arrangements or programs; (3) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding on April [●], 2020 (including the Series A Convertible Preferred Stock and the Warrants) or which has otherwise already given rise to an adjustment hereunder at the time such option, warrant, right, or exercisable, exchangeable or convertible security was issued; or (4) for a change in the par value of the eventsCommon Stock. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American shall set a record date to determine the holders of Pan American Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount shall be required by reason of the setting of the record date. (g) In case Pan American, after the date hereof and prior to a conversion of the Rights, shall take any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstances. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment.

Adjustment Rules. The following rules and procedures provisions shall be applicable to the making of adjustments made pursuant to Section 9.2: (a) The adjustments provided for in this Article 9 are cumulative and, subject to Subsection 9.3(b), shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunder. (b) No adjustment in the CVR Payment Amount shall be required unless the adjustment would result in a change of at least 0.01% of the number of such Pan American Shares to be issued, provided, however, that any adjustments that, except for the provisions shares of Common Stock issuable upon exercise of this subsection Warrant: (i) Whenever any adjustment is required under any provision of this Section 5, the Company shall compute (or may retain a firm of independent public accountants of recognized national standing (which may be any such firm regularly employed by the Company)) to compute the adjustments and shall prepare a certificate signed by the principal financial officer of the Company (or cause any such independent public accountants to execute a certificate) setting forth the adjusted Exercise Price and adjusted amount of Common Stock or other stock, securities, cash and other property issuable upon exercise of the Warrants, and showing in reasonable detail the facts upon which such adjustments are based, and the Company shall forthwith deliver a notice of such adjustments that sets forth such adjustments to all record holders of the Warrants. (ii) If the amount of any adjustment of the Exercise Price required pursuant to this Section 5 would be less than 1% of the Exercise Price in effect at the time such adjustment is otherwise have been so required to be made, such amount shall be carried forward and taken into account in an adjustment with respect thereto made at the earlier of (i) exercise of any Warrants by any holder or (ii) at the time of and together with any subsequent adjustmentadjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate at least 1% of such Exercise Price. (c) Notwithstanding anything in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (eiii) If any questions, controversies on or disputes after the Initial Exercise Date the Company shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American shall set take a record date to determine of the holders of Pan American Shares its Common Stock for the purpose of entitling them to receive any a dividend or distribution or any subscription or purchase other rights in accordance with this Article 9 and shall, thereafterthereafter and before the payment of such dividend or distribution or the granting of such rights, legally abandon its plans plan to pay or deliver the such dividend, distribution or subscription or purchase other rights, then thereafter no adjustment in the CVR Payment Amount shall be required by reason of the setting taking of the such record date. (g) In case Pan American, after the date hereof and prior to a conversion of the Rights, shall take any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstances. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when previously made or the method employed in making such adjustmentrespect thereof shall be rescinded and annulled.

Adjustment Rules. The following rules (1) In any case in which this Article 5 shall require that an adjustment shall become effective immediately after a record date for or effective date of an event referred to herein, Kinross may defer, until the occurrence and procedures consummation of such event, issuing to the holder of any Warrant exercised after such record date or effective date and before the occurrence and consummation of such event 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 Xxxxxxx will deliver to such holder, as soon as reasonably practicable after such record date or effective date, as applicable, an appropriate instrument evidencing such holder's right to receive such additional Common Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Common Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the Exercise Date, or such later date as such holder would, but for the provisions of this Section 5.4, have become the holder of record of such additional Common Shares, warrants or of such other securities or property pursuant to Subsection 4.2(1). (2) If Xxxxxxx shall set a record date to determine the holders of the securities for the purpose of entitling them to receive any dividend or distribution or any subscription or exercise rights and shall, thereafter and before the distribution to such securityholders of any such dividend, distribution or subscription or exercise rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or exercise rights, then no adjustment in the number of Common Shares obtainable upon exercise of any Warrant shall be applicable required by reason of the setting of such record date. In the absence of a resolution of the directors fixing a record date to adjustments made pursuant determine the holders of the securities for the purpose of entitling them to Section 9.2:receive any dividend or distribution or any subscription or exercise rights, Kinross shall be deemed to have fixed as the record date therefor the date on which such transaction is effected. (a3) The adjustments provided for in this Article 9 5 are cumulative andcumulative, subject and shall, in the case of any adjustment to Subsection 9.3(b)the Exchange Rate or the Exercise Price, shall be computed to the nearest one one-hundredth of a Common Share and will apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changesdistributions, distributions and issuances or other events resulting in any adjustment under the provisions of this Article 5, provided that, notwithstanding any other events that require provision of this Section 5.4, no adjustment of the CVR Payment Amount Exchange Rate or the number or kind of securities or property issuable hereunder. (b) No adjustment in the CVR Payment Amount shall Exercise Price will be required unless the such adjustment would result in a change require an increase or decrease of at least 0.011% of in the number of such Pan American Shares to be issued, Exchange Rate or the Exercise Price then in effect (provided, however, that any adjustments that, except for the provisions adjustment which by reason of this subsection would otherwise have been Subsection 5.4(3) is not required to be made, shall will be carried forward and taken into account in any subsequent adjustment). (c4) Notwithstanding anything If any question arises with respect to the adjustments provided in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount5, such questions, controversies or disputes question shall be conclusively determined by Pan American’s external Xxxxxxx' auditors or, if they are unable or unwilling to act, in accordance with Section 6.2by such firm of chartered accountants as is appointed by Xxxxxxx and acceptable to the Trustee. Such accountants shall have access to all necessary records of Kinross and such determination shall be binding upon Kinross, the Trustee and the Warrantholders. (f5) If Pan American shall set All shares of any class or other securities or property which a record date Warrantholder is at the time in question entitled to determine receive on the holders full exercise of Pan American Shares his Warrants, whether or not as a result of adjustments made pursuant to this Article 5 shall, for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount shall be required by reason purposes of the setting interpretation of this Indenture, be deemed to be Common Shares which such Warrantholder is entitled to subscribe for pursuant to the record dateexercise of such Warrants. (g6) In case Pan AmericanIf and whenever at any time during the Adjustment Period, after the date hereof and prior to a conversion of the Rights, Xxxxxxx shall take any action affecting or relating to the Pan American Common Shares, other than any action described in this Article 95, which, which in the reasonable opinion of the Directorsdirectors, after consultation with the Trustee, would materially adversely affect the rights of any holders of Warrants, the Holders or Exchange Rate and/or the rights attached to the Rights, then the CVR Payment Amount shall Exercise Price will be adjusted by the directors in such manner, if any, and at such time time, as the Directors maydirectors, may in their discretion, reasonably sole discretion determine to be equitable in the circumstances to the Holders in such circumstancesholders. (h7) The Rights Agent As a condition precedent to the taking of any action which would require an adjustment in any of the rights under the Warrants, Xxxxxxx will take any action which may, in the opinion of counsel to Xxxxxxx, be necessary in order that Xxxxxxx, or any successor to Xxxxxxx or successor to the undertaking or assets of Kinross, will be obligated to and may validly and legally issue as fully paid and non-assessable all the Common Shares or other securities or property which the holders of Warrants would be entitled to receive thereafter on the exercise thereof in accordance with the provisions hereof. (8) At least 21 days before the earlier of the effective date of or record date for any event referred to in this Article 5 that requires or might require an adjustment in any of the rights under the Warrants or such longer notice period as may be applicable in respect of notices required to be delivered by Kinross to holders of its Common Shares, Kinross will: (a) file with the Trustee a certificate of Kinross specifying the particulars of such event and, to the extent determinable, any adjustment required and the computation of such adjustment; and (b) give notice to the Warrantholders of the particulars of such event and, to the extent determinable, any adjustment required and a description of how such adjustment will be calculated. Such notice need only set forth such particulars as have been determined at the date such notice is given. If any adjustment for which such notice is given is not then determinable, promptly after such adjustment is determinable Kinross will: (c) file with the Trustee a certificate of Kinross showing the computation of such adjustment; and (d) give notice to the Warrantholders of such adjustment. Where a notice pursuant to this Subsection 5.4(8) has been given, the Trustee shall be entitled to act and rely upon on any adjustment calculation of Kinross or Kinross' auditors. (9) Subject to Subsection 10.3 (1) the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and Trustee shall not not: (a) at any time be under any duty or responsibility to any Holder Warrantholder to determine whether any facts exist which may require any adjustment contemplated by this Article 9in the Exchange Rate or the Exercise Price, or with respect to the nature or extent of any such adjustment when made made, or with respect to the method employed in making such adjustmentsame; (b) be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any shares or other securities or property which may at any time be issued or delivered upon the exercise or deemed exercise of any Warrant; or (c) be responsible for any failure of Kinross to issue, transfer or deliver Common Shares or certificates representing Common Shares upon the surrender of any Warrant for the purpose of exercise, or to comply with any of the covenants contained in this Article 5.

Adjustment Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Section 9.24.2: (a) The adjustments provided for in this Article 9 0 are cumulative and, subject to Subsection 9.3(bsubsection 4.3(b), shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount number of Underlying Units issuable upon conversion of the Subscription Receipts or the number or kind of securities or property issuable hereunder. (b) No adjustment in the CVR Payment Amount number of Underlying Units issuable upon conversion of the Subscription Receipts shall be required unless the adjustment would result in a change of at least 0.01% of the number of such Pan American Shares Underlying Units to be issued, provided, however, that any adjustments that, except for the provisions of this subsection would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (c) Notwithstanding anything in this Article 90, no adjustment shall be made in the Proposed Transaction rights attached to the CVR Payment Amount Subscription Receipts if the issue of Pan American Common Shares is being made pursuant to this Indenture Agreement or pursuant to any stock option, option or stock purchase, restricted stock unit, deferred stock unit or other long term incentive purchase plan in force from time to time for directors, officers or employees of Pan American the Company and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount number of Underlying Units issuable upon conversion of the Subscription Receipts shall be made in respect of any events described in this Article 9 0 if the Holders holders of the Subscription Receipts are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights Subscription Receipts had been automatically converted immediately prior to the effective date or record date of the events. (e) If any questions, controversies questions or disputes a dispute shall at any time arise with respect to adjustments of the CVR Payment Amountnumber of Underlying Units issuable upon conversion of the Subscription Receipts, such questions, controversies the questions or disputes dispute shall be conclusively determined by Pan Americanthe Company’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2by such firm of independent chartered accountants as may be selected by the directors of the Company and any such determination shall, absent manifest error, be binding upon the Company, the Subscription Receipt Agent and all Receiptholders. (f) If Pan American the Company shall set a record date to determine the holders of Pan American Common Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with this Article 9 0 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount number of Underlying Units issuable upon conversion of the Subscription Receipts shall be required by reason of the setting of the record date. (g) In case Pan Americanthe Company, after the date hereof and prior to a the conversion of the RightsSubscription Receipts, shall take any action affecting the Pan American Common Shares, other than any action described in this Article 90, which, in the reasonable opinion of the Directorsdirectors of the Company, would materially affect the rights of the Holders or Receiptholders and/or the rights attached to the RightsSubscription Receipts, then the CVR Payment Amount number of Underlying Units issuable upon conversion of the Subscription Receipts shall be adjusted in such manner, if any, and at such time as the Directors directors of the Company may, in their discretion, reasonably determine to be equitable to the Holders Receiptholders in such circumstances. (h) The Rights Company shall, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in this 0, deliver a certificate of the Company to the Subscription Receipt Agent specifying the nature of the event requiring such adjustment or readjustment and the amount of the adjustment or readjustment necessitated thereby and setting out in reasonable detail the method of calculation and the facts upon which such calculation is based. (i) The Subscription Receipt Agent shall be entitled to act and rely upon the certificate of Pan American the Company and any other documents filed by Pan American the Company pursuant to this Article 9 0 and shall not at any time be under any duty or responsibility to any Holder Receiptholder to determine whether any facts exist which may require any adjustment contemplated by this Article 90, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment. (j) The Subscription Receipt Agent shall not be responsible for any failure of the Company to issue, transfer or deliver Underlying Shares, Warrants or certificates representing Underlying Shares or Warrants or to comply with any of the covenants contained in this 0 and shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequences of any breach on the part of the Company of any of the representations, warranties or covenants herein contained or of any acts of the agents of the Company.

Adjustment Rules. The following rules (1) In any case in which this Article 5 shall require that an adjustment shall become effective immediately after a record date for or effective date of an event referred to herein, SMTC Canada may defer, until the occurrence and procedures consummation of such event, issuing to the holder of any Share Purchase Warrant exercised after such record date or effective date and before the occurrence and consummation of such event the additional Exchangeable Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that SMTC Canada will deliver to such holder, as soon as reasonably practicable after such record date or effective dates, as applicable, an appropriate instrument evidencing such holder’s right to receive such additional Exchangeable Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Exchangeable Shares or other securities or property declared in favour of the holders of record of Exchangeable Shares or of such other securities or property on or after the Exercise Date, or such later date as such holder would, but for the provisions of this Section 5.4, have become the holder of record of such additional Exchangeable Shares, warrants or of such other securities or property pursuant to Subsection 4.2(1). (2) If SMTC Canada shall set a record date to determine the holders of the securities for the purpose of entitling them to receive any dividend or distribution or any subscription or exercise rights and shall, thereafter and before the distribution to such securityholders of any such dividend, distribution or subscription or exercise rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or exercise rights, then no adjustment in the number of Exchangeable Shares obtainable upon exercise of any Share Purchase Warrant shall be applicable to adjustments made pursuant to Section 9.2:required by reason of the setting of such record date. (a3) The adjustments provided for in this Article 9 5 are cumulative andcumulative, subject shall, in the case of any adjustment to Subsection 9.3(b)the Exchange Rate or the Exercise Price, shall be computed to the nearest one one-hundredth of an Exchangeable Share and will apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changesdistributions, distributions and issuances or other events resulting in any adjustment under the provisions of this Article 5, provided that, notwithstanding any other events that require provision of this Section 5.4, no adjustment of the CVR Payment Amount Exchange Rate or the number or kind of securities or property issuable hereunder. (b) No adjustment in the CVR Payment Amount shall Exercise Price will be required (i) unless the such adjustment would result in a change require an increase or decrease of at least 0.011% of in the number of such Pan American Shares to be issued, Exchange Rate or the Exercise Price then in effect (provided, however, that any adjustments that, except for the provisions adjustment which by reason of this subsection would otherwise have been Subsection 5.4(3) is not required to be made, shall made will be carried forward and taken into account in any subsequent adjustment. ), or (cii) Notwithstanding anything in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described Exchangeable Shares issuable or issued pursuant to any option or share purchase plan of SMTC Canada or (iii) in respect of any Exchangeable Shares issuable or issued pursuant to the Special Warrants or upon exercise of the Share Purchase Warrants. (4) If any question arises with respect to the adjustments provided in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount5, such questions, controversies or disputes question shall be conclusively determined by Pan AmericanSMTC Canada’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2by such firm of chartered accountants as is appointed by SMTC Canada and acceptable to the Trustee. Such accountants shall have access to all necessary records of SMTC Canada and such determination shall be binding upon SMTC Canada, the Trustee and the Warrantholders. (f5) If Pan American shall set All shares of any class or other securities or property which a record date Warrantholder is at the time in question entitled to determine receive on the holders full exercise of Pan American Shares his Share Purchase Warrants, whether or not as a result of adjustments made pursuant to this Article 5 shall, for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount shall be required by reason purposes of the setting interpretation of this Indenture, be deemed to be Exchangeable Shares which such Warrantholder is entitled to subscribe for pursuant to the record dateexercise of such Share Purchase Warrants. (g6) In case Pan AmericanIf and whenever at any time during the Adjustment Period, after the date hereof and prior to a conversion of the Rights, SMTC Canada shall take any action affecting or relating to the Pan American Exchangeable Shares, other than any action described in this Article 95, which, which in the reasonable opinion of the Directorsdirectors, after consultation with the Trustee, would materially adversely affect the rights of any holders of Share Purchase Warrants, the Holders or Exchange Rate and/or the rights attached to the Rights, then the CVR Payment Amount shall Exercise Price will be adjusted by the directors in such manner, if any, and at such time time, as the Directors maydirectors, may in their discretion, reasonably sole discretion determine to be equitable in the circumstances to the Holders in such circumstancesholders. (h7) The Rights Agent As a condition precedent to the taking of any action which would require an adjustment in any of the rights under the Share Purchase Warrants, SMTC Canada will take any action which may, in the opinion of counsel to SMTC Canada, be necessary in order that SMTC Canada, or any successor to SMTC Canada or successor to the undertaking or assets of SMTC Canada, will be obligated to and may validly and legally issue all the Exchangeable Shares or other securities or property which the holders of Share Purchase Warrants would be entitled to receive thereafter on the exercise thereof in accordance with the provisions hereof. (8) At least seven days before the earlier of the effective date of or record date for any event referred to in this Article 5 that requires or might require an adjustment in any of the rights under the Share Purchase Warrants or such longer notice period as may be applicable in respect of notices required to be delivered by SMTC Canada to holders of its Exchangeable Shares, SMTC Canada will: (a) file with the Trustee a certificate of SMTC Canada specifying the particulars of such event and, to the extent determinable, any adjustment required and the computation of such adjustment; and (b) give notice to the Warrantholders of the particulars of such event and, to the extent determinable, any adjustment required and a description of how such adjustment will be calculated. Such notice need only set forth such particulars as have been determined at the date such notice is given. If any adjustment for which such notice is given is not then determinable, promptly after such adjustment is determinable SMTC Canada will: (c) file with the Trustee a certificate of SMTC Canada showing the computation of such adjustment; and (d) give notice to the Warrantholders of such adjustment. Where a notice pursuant to this Subsection 5.4(8) has been given, the Trustee shall be entitled to act and rely upon on any adjustment calculation of SMTC Canada or SMTC Canada’s auditors. (9) Subject to Subsection 10.2, the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and Trustee shall not not: (a) at any time be under any duty or responsibility to any Holder Warrantholder to determine whether any facts exist which may require any adjustment contemplated by this Article 9in the Exchange Rate or the Exercise Price, or with respect to the nature or extent of any such adjustment when made made, or with respect to the method employed in making such adjustmentsame; (b) be accountable with respect to the validity or value (or the kind or amount) of any Exchangeable Shares or of any shares or other securities or property which may at any time be issued or delivered upon the exercise or deemed exercise of any Share Purchase Warrant; or (c) be responsible for any failure of SMTC Canada to make any cash payment or to issue, transfer or deliver Exchangeable Shares or certificates representing Exchangeable Shares upon the surrender of any Share Purchase Warrant for the purpose of exercise, or to comply with any of the covenants contained in this Article 5.

Adjustment Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Section 9.28.2: (a) The adjustments provided for in this Article 9 8 are cumulative and, subject to Subsection 9.3(b8.3(b), shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunderunder this Indenture. (b) No adjustment in the CVR Payment Amount shall be required unless the adjustment would result in a change of at least 0.01% one percent (1%) of the number of such Pan American SolarBank Shares to be issued, provided, however, that any adjustments adjustment that, except for the provisions of this subsection would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (c) Notwithstanding anything in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 8 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (ed) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan AmericanSolarBank’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American shall set a record date to determine the holders of Pan American Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount shall be required by reason of the setting of the record date. (ge) In case Pan AmericanSolarBank, after the date hereof and prior to a conversion of the Rights, shall take any action affecting the Pan American SolarBank Shares, other than any action described in this Article 98, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstances. (hf) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American SolarBank and any other documents filed by Pan American SolarBank pursuant to this Article 9 8 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 98, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment.

Adjustment Rules. The following rules and procedures provisions shall be applicable to the making of adjustments made pursuant to Section 9.2of the number of shares of Common Stock issuable upon exercise or exchange of this Warrant: (a) The adjustments provided for in this Article 9 are cumulative and, subject to Subsection 9.3(b), shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunder. (bi) No adjustment in the CVR Payment Amount Exercise Price shall be required unless in the case of: (A) the granting of options to purchase shares of Common Stock pursuant to any employee benefit plans or employee stock option plans approved by the Board and as required by Section 2.09 of the Shareholders’ Agreement, and the issuance of shares of Common Stock upon the exercise thereof, (B) the issuance of any Warrants or the exercise or exchange for shares of Common Stock of any Warrants or Bridge Warrants (as defined in the Shareholders’ Agreement); (C) the granting of “equity kickers” to senior lenders providing new senior loans to the Company or any of its Subsidiaries; or (D) the issuance or sale of Common Stock upon conversion, exercise or exchange of any Convertible Securities, but only if with respect to this clause (D), any adjustments required to be made upon the issuance or sale of such securities were so made. (ii) Whenever any adjustment is required under any provision of this Section 3, the Company shall compute (or may retain a firm of independent public accountants of recognized national standing (which may be any such firm regularly employed by the Company) to compute) the adjustments and shall prepare a certificate signed by the principal financial officer of the Company (or cause any such independent public accountants to execute a certificate) setting forth the adjusted Exercise Price and adjusted amount of Common Stock or other stock, securities, cash and other property issuable upon exercise or exchange of the Warrants, and showing in reasonable detail the facts upon which such adjustments are based, and the Company shall forthwith deliver a notice of such adjustments and setting forth such adjustments to all record holders of the Warrants. (iii) If the amount of any adjustment of the Exercise Price required pursuant to this Section 3 would result in a change of at least 0.01be less than 1% of the number of Exercise Price in effect at the time such Pan American Shares to be issued, provided, however, that any adjustments that, except for the provisions of this subsection would adjustment is otherwise have been so required to be made, such amount shall be carried forward and taken into account in an adjustment with respect thereto made at the earlier of (i) exercise or exchange of any Warrants by any holder or (ii) at the time of and together with any subsequent adjustment. (c) Notwithstanding anything in adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate at least 1% of such Exercise Price. All calculations under this Article 9, no adjustment Section 3 shall be made to the CVR Payment Amount if nearest one-tenth of a cent ($0.001) or the issue nearest one-thousandth of Pan American Shares is being made pursuant to this Indenture a share or pursuant to any stock optionsecurity, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distributionas the case may be. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (eiv) If any questions, controversies on or disputes after the Effective Date the Company shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American shall set take a record date to determine of the holders of Pan American Shares its Common Stock for the purpose of entitling them to receive any a dividend or distribution or any subscription or purchase other rights in accordance with this Article 9 and shall, thereafterthereafter and before the payment of such dividend or distribution or the granting of such rights, legally abandon its plans plan to pay or deliver the such dividend, distribution or subscription or purchase other rights, then thereafter no adjustment in the CVR Payment Amount shall be required by reason of the setting taking of the such record date. (g) In case Pan American, after the date hereof and prior to a conversion of the Rights, shall take any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstances. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when previously made or the method employed in making such adjustmentrespect thereof shall be rescinded and annulled.

Adjustment Rules. The following rules and procedures shall be applicable (a) Subject to adjustments the other provisions of this section 6, any adjustment made pursuant to Section 9.2: (a) The adjustments provided for in this Article 9 sections 4 or 5 are cumulative and, subject and shall be made successively whenever any event referred to Subsection 9.3(b), in either of such sections shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunderoccur. (b) In any case where 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: (i) issuing to the Holder, by reason of the adjustment required by such event, the additional Warrant Shares issuable upon exercise of the Warrants after such record date and before the occurrence of such event; and (ii) delivering to the Holder any distributions declared with respect to such additional Warrant Shares after the exercise of the Warrants and before such event; provided, however, that the Corporation shall deliver to the Holder an appropriate instrument evidencing the Holder's right, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrants and to such distributions declared with respect to any such additional Warrant Shares issuable on the exercise of the Warrants. (c) No adjustment in the CVR Payment Amount Exercise Price shall be required unless the adjustment would result in a change of at least 0.011% of in the Exercise Price then in effect and no adjustment shall be made in the number of such Pan American Warrant Shares to be issuedissuable on the exercise of the Warrants unless it would result in a change of at least one one-hundredth of a Warrant Share, provided, however, that any adjustments thatwhich, except for the provisions of this subsection (c) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (c) Notwithstanding anything in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount Exercise Price or in the number or kind of securities issuable on exercise of the Warrants shall be made in respect of any events event described in this Article 9 sections 4 or 5 if the Holders are Holder is entitled to participate in the events such event (subject to TSX acceptance) on the same terms, terms mutatis mutandis, mutandis as if their Rights the Holder had been converted immediately exercised the Warrants prior to or on the effective date or record date date, as the case may be, of the eventssuch event. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American Corporation shall set a record date to determine the holders of Pan American Shares shareholders for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafterthereafter and before the distribution to such shareholders of any such dividend, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, no adjustment in the CVR Payment Amount Exercise Price or the number of Warrant Shares issuable upon exercise of these Warrants shall be required by reason of the setting of the such record date. (f) In the absence of a resolution of the directors of the Corporation fixing a record date for a stock dividend or other distribution comprising a Common Share Reorganization, a Rights Offering or a Special Distribution, the Corporation shall be deemed to have fixed as the record date therefor the effective date of such event. (g) In case Pan AmericanThe Corporation will not, after the date hereof whether pursuant to an adjustment under sections 4 and prior 5 or any other circumstances, be obligated to issue any fraction of a conversion Warrant Share on any exercise or partial exercise of the RightsWarrants. If any fractional interest in a Warrant Share would, shall take any action affecting except for the Pan American Sharesprovisions of this section 5(g), other than any action described in this Article 9, which, in be issuable upon the reasonable opinion exercise or partial exercise of the DirectorsWarrants, would materially affect the rights number of the Holders or the rights attached Warrant Shares issuable shall be rounded down to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstancesnearest whole number. (h) The Rights Agent shall be entitled to act and rely upon In the certificate event of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or question arising with respect to the nature adjustments provided for in sections 4 or extent 5, such question shall conclusively be determined by a firm of any reputable chartered accountants appointed by the Corporation, which accountants may be the Corporation’s auditors. Such accountants shall have access to all necessary records of the Corporation and such adjustment when made or determination shall be binding upon the method employed in making such adjustmentCorporation and the Holder.

Adjustment Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Section 9.2: (a1) The adjustments provided for in this Article 9 Section 4.05 in the number of Common Shares and classes of securities which are to be received on the conversion of Units are cumulative and, subject to Subsection 9.3(b), and shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that would require an adjustment of the CVR Payment Amount Conversion Price or the number or kind of securities or property issuable hereunder. (b2) No adjustment in the CVR Payment Amount Conversion Price shall be required unless the such adjustment would result in a change of at least 0.011% of in the number of such Pan American Shares to be issued, Conversion Price then in effect; provided, however, that any adjustments thatwhich, except but for the provisions of this subsection Section 4.06(2)(c), would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (c3) If and whenever at any time from the Closing Date, the Corporation shall reclassify or otherwise change the outstanding Common Shares, the Conversion Option shall be adjusted effective immediately upon the reclassification becoming effective so that Unitholders who exercise their Conversion Option thereafter shall be entitled to receive Common Shares as they would have received had the Units been converted immediately prior to the effective date, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Section 4.05. (4) Notwithstanding anything in this Article 9the foregoing, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall will be made in respect of any events an event described in this Article 9 Section 4.05(1)(c) or (d) if the Holders Unitholders are entitled to participate in the events event on the same terms, mutatis mutandis, as if they had exercised their Rights had been converted Conversion Option immediately prior to before the effective date of or record date for the event, such participation being subject to the prior written consent of any stock exchange upon which the eventsCommon Shares are listed for trading. (e5) If No adjustment in the Conversion Price shall be made pursuant to Section 4.05 in respect of the issue from time to time of Common Shares or Convertible Securities to holders of Common Shares who exercise an option to receive substantially equivalent dividends in Common Shares or Convertible Securities in lieu of receiving Cash Dividends Paid in the Ordinary Course in the form of cash payments. (6) In the event of any questions, controversies or disputes shall at any time arise question arising with respect to the adjustments provided in Section 4.05, such question shall conclusively be determined by a firm of chartered accountants or certified public accountants appointed by the Corporation and acceptable to the holder (who may be the Corporation’s Auditors). Such independent accountants shall have access to all necessary records of the CVR Payment Amount, Corporation and such questions, controversies or disputes determination shall be conclusively determined binding upon the Corporation and the holder. (7) As a condition precedent to the taking of any action which would require an adjustment in the Conversion Option, including the number of Common Shares which are to be received upon the exercise thereof, the Corporation shall take any corporate action which may, in the opinion of its Counsel, be necessary in order that the Corporation or a Successor Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares which the holders of such Units issued by Pan American’s external auditors or, if they it are unable or unwilling entitled to act, receive on the full exercise of the Conversion Option in accordance with Section 6.2the provisions hereof. (f) If Pan American shall set a 8) At least 21 Business Days before the earlier of the record date (if one is fixed) or the effective date for any event referred to determine the holders of Pan American Shares for the purpose of entitling them to receive any distribution in Section 4.05, that requires or any subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no might require an adjustment in the CVR Payment Amount shall be required by reason Conversion Option, including the Conversion Price and the number of Common Shares issuable on the exercise of the setting Conversion Option, the Corporation will give notice to the Trustee and the Unitholders of the record dateparticulars of the event and, to the extent determinable, any adjustment required. If it is not reasonably practicable for the Corporation to give 21 Business Days’ notice as aforesaid, the Corporation will give as much notice as is reasonably practicable in the circumstances. (g9) In case Pan American, The Corporation covenants with the holder that it will not close its transfer books or take any other corporate action which might deprive the holder of the opportunity to exercise its Conversion Option during the period of 21 Business Days after the date hereof and prior to a conversion giving of the Rights, notice set forth in Section 4.06(8)(c). (10) If and whenever the Corporation shall take any action affecting or relating to the Pan American Common Shares, other than any action described in this Article 9Article, which, which in the reasonable opinion of the Directors, Directors would materially prejudicially affect the rights of any Unitholders, the Holders or Conversion Price and, if required, the rights attached Directors shall use reasonable commercial efforts, subject to the Rightsapproval of any stock exchange(s) on which the Common Shares are listed and posted for trading, then to adjust the CVR Payment Amount shall be adjusted number of Common Shares issuable upon the exercise of the Conversion Option in such manner, if any, and at such time manner as the Directors mayDirectors, acting in their discretiongood faith, reasonably determine to be equitable in the circumstances to the Holders in such circumstancesholders. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment.

Adjustment Rules. The following rules and procedures (i) Any adjustments pursuant to this Section 5 shall be applicable made successively whenever any event referred to adjustments made pursuant to Section 9.2: (a) The adjustments provided for in this Article 9 are cumulative andherein shall occur, subject to Subsection 9.3(b)except that, shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and notwithstanding any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunder. (b) No adjustment in the CVR Payment Amount shall be required unless the adjustment would result in a change of at least 0.01% of the number of such Pan American Shares to be issued, provided, however, that any adjustments that, except for the provisions provision of this subsection would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (c) Notwithstanding anything in this Article 9Section 5, no adjustment shall be made to the CVR Payment Amount number of Warrant Shares to be delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than 1% of the issue number of Pan American Warrant Shares is being previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made Section 5 in respect of any events described in this Article 9 if (x) the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date issuance of Warrant Shares upon exercise of the events. Warrant; (ey) If any questionsthe issuance, controversies sale or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies grant or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable exercise before or unwilling to act, in accordance with Section 6.2. (f) If Pan American shall set a record date to determine the holders of Pan American Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount shall be required by reason of the setting of the record date. (g) In case Pan American, after the date hereof by the Company to any director, officer, consultant or employee of the Company or any Affiliate of the Company of any Common Stock or of any option, bonus or other award exercisable into Common Stock approved by the Board of Directors of the Company or any duly authorized committee thereof; or (z) any securities of the Company which are issued and outstanding as at the date hereof or are issued pursuant to the Stock Purchase Agreement (including, without limitation, the issuance of any Series E Preferred Stock) or the Consulting Agreement. (iii) If the Company shall take a record of the holders of its Common Stock for any purpose referred to in this Section 5, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to a conversion of the Rightseffecting such action, shall take any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount no adjustment shall be made pursuant to this Section 5 in respect of such action. (iv) Upon the expiration without being exercised of any rights, options, warrants or conversion or exchange of any rights, options, warrants or conversion or exchange privileges for which an adjustment has been made pursuant to this Warrant, the Exercise Price and the number of shares of Common Stock purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future exercise, be such as they would have been had they been originally adjusted in (or had the original adjustment not been required, as the case may be) as if (A) the only shares of Common Stock so issued were the shares of such mannerCommon Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights and at (B) such time as shares of Common Stock, if any, were issued or sold for the Directors mayconsideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, that no such readjustment shall have the effect of increasing the Exercise Price by an amount, or decreasing the number of shares purchasable upon exercise of each Warrant by a number, in their discretion, reasonably determine to be equitable to excess of the Holders amount or number of the adjustment initially made in such circumstances. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature issuance, sale or extent grant of any such adjustment when made rights, options, warrants or the method employed in making such adjustmentconversion or exchange rights.

Adjustment Rules. ‌ The following rules and procedures shall be applicable to adjustments made pursuant to Section 9.2: (a) The adjustments provided for in this Article 9 are cumulative and, subject to Subsection 9.3(b), shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunder. (b) No adjustment in the CVR Payment Amount shall be required unless the adjustment would result in a change of at least 0.01% of the number of such Pan American Shares to be issued, provided, however, that any adjustments that, except for the provisions of this subsection would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment.adjustment.‌ (c) Notwithstanding anything in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate participate, subject to the receipt of the approval of the Toronto Stock Exchange, in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2.6.2.‌ (f) If Pan American shall set a record date to determine the holders of Pan American Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount shall be required by reason of the setting of the record date. (g) In case Pan American, after the date hereof and prior to a conversion of the Rights, shall take any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall shall, subject to the receipt of the approval of the Toronto Stock Exchange, be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstances. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment.

Adjustment Rules. The following rules and procedures Any adjustments pursuant to this Article IV shall be applicable made successively whenever an event referred to adjustments made pursuant to Section 9.2: (a) The adjustments provided for in herein occurs, except that, notwithstanding any other provision of this Article 9 are cumulative and, subject to Subsection 9.3(b), shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunder. (b) No adjustment in the CVR Payment Amount shall be required unless the adjustment would result in a change of at least 0.01% of the number of such Pan American Shares to be issued, provided, however, that any adjustments that, except for the provisions of this subsection would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (c) Notwithstanding anything in this Article 9IV, no adjustment shall be made to the CVR Payment Amount number of shares of Common Stock to be delivered to the Holder (or to the Exercise Price) if such adjustment represents less than 1% of the issue number of Pan American Shares is being shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of shares to be so delivered. No adjustment shall be made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan Article IV: (a) in force respect of the issuance from time to time for directorsof shares of Common Stock upon the exercise of any Warrants (b) with respect to issuance of shares of Common Stock pursuant to any Public Offering, officers (c) upon exercise of any of the Options outstanding on the Date of Issuance or with respect to issuance of any additional options to purchase Common Stock to officers, employees and independent directors of Pan American and the Company (“Additional Options”) (or issuance of Common Stock upon exercise of any such issue Additional Options), (d) with respect to other rights granted to a Person which is not an Affiliate (as defined in the Loan Agreement) as consideration for the issuance of loans or extensions of credit to the Company as long as the board of directors of the Company has determined in good faith that the total consideration received from such Person is fair value for the loans or extensions of credit received by the Company, provided that the Loan Agreement shall have been terminated and all obligations thereunder paid in full, or (e) with respect to any issuance of shares of Common Stock or Options of the Company in a Third Party Transaction (or issuance of Common Stock upon exercise of such Options). If the Company takes a record of the holders of its Common Stock for any purpose referred to in this Article IV, then (i) such record date shall be deemed not to be a Share Reorganization the date of the issuance, sale, distribution or a Special Distribution. grant in question and (dii) No if the Company shall legally abandon such action prior to effecting such action, no adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American shall set a record date to determine the holders of Pan American Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount shall be required by reason of the setting of the record date. (g) In case Pan American, after the date hereof and prior to a conversion of the Rights, shall take any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstances. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with IV in respect to the nature or extent of any such adjustment when made or the method employed in making such adjustmentaction.

Adjustment Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Section 9.2: (a) The Any adjustments provided for in pursuant to this Article 9 are cumulative and, subject IV shall be made successively whenever an event referred to Subsection 9.3(b), herein shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunderoccur. (b) No adjustment in If the CVR Payment Amount shall be required unless the adjustment would result in a change of at least 0.01% of the number of such Pan American Shares to be issued, provided, however, that any adjustments that, except for the provisions of this subsection would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (c) Notwithstanding anything in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American Company shall set a record date to determine the holders of Pan American Shares shares of Common Stock for the purpose purposes of entitling them to receive any distribution a Common Stock Reorganization, Common Stock Distribution, Dividend or any subscription or purchase rights in accordance with this Article 9 Capital Reorganization, and shall, thereafter, shall legally abandon its plans such action prior to pay or deliver the distribution or subscription or purchase rightseffecting such Action, then no adjustment shall be made pursuant to this Article IV in respect of such action. (c) No adjustment in the CVR Payment Amount amount of shares purchasable upon exercise of this Warrant or in the Exercise Price shall be required made hereunder unless such adjustment increases or decreases such amount or price by reason five percent or more, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve to adjust such amount or price by one percent or more. (d) No adjustment in the Exercise Price shall be made hereunder if such adjustment would reduce the Exercise Price to an amount below par value of the setting Common Stock, which par value shall initially be $.01 per share of Common Stock. (e) No adjustment shall be made pursuant to this Article IV in respect of the record dateissuance (or deemed issuance) or repurchase of shares of Common Stock in connection with the exercise of the Warrants. (f) No adjustment shall be made pursuant to this Article IV in the event of an initial public offering. (g) In case Pan American, after the date hereof and prior No adjustment shall be made pursuant to a conversion of the Rights, shall take any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached IV with respect to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstancesexercise of securities issued under employee benefit plans. (h) The Rights Agent shall be entitled to act and rely If the number of shares of Common Stock purchasable upon exercise of the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and Warrants is adjusted such that such number includes a fraction, the Company shall not at any time be under any duty or responsibility required to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustmentissue fractional shares.

Adjustment Rules. The following rules and procedures provisions shall be applicable to the making of adjustments made pursuant to Section 9.2: (a) The adjustments provided for in this Article 9 are cumulative and, subject to Subsection 9.3(b), shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunder. (b) No adjustment in the CVR Payment Amount shall be required unless the adjustment would result in a change of at least 0.01% of the number of such Pan American Shares to be issued, provided, however, that any adjustments that, except for the provisions shares of Common Stock issuable upon exercise of this subsection Warrant: (i) Whenever any adjustment is required under any provision of this Section 5, the Company shall compute (or may retain a firm of independent public accountants of recognized national standing (which may be any such firm regularly employed by the Company) to compute the adjustments and shall prepare a certificate signed by the principal financial officer of the Company (or cause any such independent public accountants to execute a certificate) setting forth the adjusted Exercise Price and adjusted amount of Common Stock or other stock, securities, cash and other property issuable upon exercise of the Warrants, and showing in reasonable detail the facts upon which such adjustments are based, and the Company shall forthwith deliver a notice of such adjustments and setting forth such adjustments to all record holders of the Warrants. (ii) If the amount of any adjustment of the Exercise Price required pursuant to this Section 5 would be less than 1% of the Exercise Price in effect at the time such adjustment is otherwise have been so required to be made, such amount shall be carried forward and taken into account in an adjustment with respect thereto made at the earlier of (i) exercise of any Warrants by any holder or (ii) at the time of and together with any subsequent adjustmentadjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate at least 1% of such Exercise Price. (c) Notwithstanding anything in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (eiii) If any questions, controversies on or disputes after the Initial Exercise Date the Company shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American shall set take a record date to determine of the holders of Pan American Shares its Common Stock for the purpose of entitling them to receive any a dividend or distribution or any subscription or purchase other rights in accordance with this Article 9 and shall, thereafterthereafter and before the payment of such dividend or distribution or the granting of such rights, legally abandon its plans plan to pay or deliver the such dividend, distribution or subscription or purchase other rights, then thereafter no adjustment in the CVR Payment Amount shall be required by reason of the setting taking of the such record date. (g) In case Pan American, after the date hereof and prior to a conversion of the Rights, shall take any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstances. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when previously made or the method employed in making such adjustmentrespect thereof shall be rescinded and annulled.

Adjustment Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Section 9.2: (a) The Any adjustments provided for in pursuant to this Article 9 are cumulative and, subject IV shall be made successively whenever an event referred to Subsection 9.3(b), herein shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunderoccur. (b) No adjustment in If the CVR Payment Amount shall be required unless the adjustment would result in a change of at least 0.01% of the number of such Pan American Shares to be issued, provided, however, that any adjustments that, except for the provisions of this subsection would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (c) Notwithstanding anything in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall be made in respect of any events described in this Article 9 if the Holders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Rights had been converted immediately prior to the effective date or record date of the events. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American Company shall set a record date to determine the holders of Pan American Shares shares of Common Stock for the purpose purposes of entitling them to receive any distribution a Common Stock Reorganization, Common Stock Distribution, Dividend or any subscription or purchase rights in accordance with this Article 9 Capital Reorganization, and shall, thereafter, shall legally abandon its plans such action prior to pay or deliver the distribution or subscription or purchase rightseffecting such action, then no adjustment in the CVR Payment Amount shall be required by reason of the setting of the record date. (g) In case Pan American, after the date hereof and prior to a conversion of the Rights, shall take any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstances. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American made pursuant to this Article 9 IV in respect of such action. (c) No adjustment in the amount of shares purchasable upon exercise of this Warrant or in the Exercise Price shall be made pursuant to this Article IV unless such adjustment increases or decreases such amount or price by one percent or more, but any such lesser adjustment shall be carried forward and shall not be made at the time and together with the next subsequent adjustment which together with any time adjustments so carried forward shall serve to adjust such amount or price by one percent or more. (d) No adjustment in the Exercise Price shall be under any duty or responsibility made hereunder if such adjustment would reduce the exercise price to any Holder an amount below par value of the Common Stock, which par value shall initially be $0.01 per share of Common Stock. (e) Notwithstanding anything in this Agreement to determine whether any facts exist which may require any the contrary, no adjustment contemplated by shall be made pursuant to this Article 9IV or otherwise (including without limitation in the amount of shares purchasable upon exercise of this Warrant or in the Exercise Price) in respect of or as a result of (i) the issuance (or deemed issuance) or repurchase of shares of Common Stock in connection with the exercise of the Warrants or (ii) the issuance (or deemed issuance), sale, grant or distribution of shares of Common Stock, Options or Convertible Securities in an underwritten public offering, or a Rule 144A offering, managed by a nationally or regionally recognized investment banking firm, (iii) the issuance (or deemed issuance), sale, grant, distribution or repurchase of shares of Common Stock, Options or Convertible Securities, or any other transaction, if any such issuance, sale, grant, distribution, repurchase or other transaction is between the Company and any person or entity not an Affiliate of the Company or is part of or made pursuant to a transaction between the Company and any person or entity not an Affiliate of the Company (including without limitation any issuance (or deemed issuance), sale, grant, distribution or repurchase of shares of Common Stock, Options, or Convertible Securities as part of or pursuant to a merger between the Company and an entity not an Affiliate of the Company or the purchase of substantially all assets by the Company of an entity not an Affiliate of the Company), (iv) the issuance (or deemed issuance), sale, grant, distribution or repurchase of shares of Common Stock, Options or Convertible Securities to or from an Affiliate of the Company, or any other transaction with respect an Affiliate of the Company, if any such issuance, sale, distribution, repurchase or other transaction is approved by the majority of directors not affiliated with such Affiliate, or (v) the issuance (or deemed issuance), sale, grant, distribution or repurchase of shares of Common Stock, Options or Convertible Securities to or from an employee of the Company, or any other transaction with an employee of the Company, (including without limitation the granting of stock options, restricted stock or other stock-based compensation to an employee of the Company), if any such issuance, sale, distribution, repurchase or other transaction is approved by the majority of non-employee directors of the Company, or by the majority of non-employee directors on a committee of directors consisting of at least two non-employee directors of the Company. The issuance of Common Stock to KLT Telecom Inc. upon conversion of preferred stock owned by KLT Telecom Inc. pursuant to the nature Stock Purchase Agreement dated December 31, 1996 by and between the Company and KLT Telecom Inc. is included within category (iii) in the previous sentence, and following the Formation Merger, in which such preferred stock held by KLT Telecom is exchanged for preferred stock of the Holding Company with the same rights of conversion, the issuance of common stock of the Holding Company upon conversion of such preferred stock of the Holding Company is included within category (iii) in the previous sentence. Notwithstanding the first sentence of this Section 4.6(e), this Section 4.6(e) shall not operate to prevent an adjustment pursuant to the other provisions of this Article IV for (i) Common Stock Reorganizations, dividends of Common Stock, Options or extent Convertible Securities, or Capital Reorganizations, affecting all holders of Common Stock similarly situated or (ii) the issuance (or deemed issuance), sale, grant, distribution or repurchase of shares of Common Stock, Options or Convertible Securities to or from an Affiliate of the Company, or any other transaction with an Affiliate of the Company, if such adjustment when made issuance, sale, distribution, repurchase or other transaction is voted for by the method employed directors affiliated with another Affiliate of the Company with the agreement or understanding that the directors affiliated with such Affiliate shall in making exchange vote in favor of the issuance (or deemed issuance), sale, grant, distribution or repurchase of shares of Common Stock, Options or Convertible Securities to or from such adjustmentother Affiliate, or any other transaction with such other Affiliate.

Adjustment Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Section 9.2: (a) The Any adjustments provided for in pursuant to this Article 9 are cumulative andSection 5 shall be made successively whenever any event referred to herein shall occur, subject to Subsection 9.3(b)except that, shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and notwithstanding any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunder. (b) No adjustment in the CVR Payment Amount shall be required unless the adjustment would result in a change of at least 0.01% of the number of such Pan American Shares to be issued, provided, however, that any adjustments that, except for the provisions provision of this subsection would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (c) Notwithstanding anything in this Article 9Section 5, no adjustment shall be made to the CVR Payment Amount number of Warrant Shares to be delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than 1% of the issue number of Pan American Warrant Shares is being previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (b) No adjustments shall be made pursuant to this Indenture Section 5 in respect of (x) the issuance of Warrant Shares upon exercise of the Warrant; (y) the issuance, sale or grant or exercise before or after the date hereof by the Company to any director, officer, consultant or employee of the Company or any Affiliate of the Company of any Common Stock or of any option, bonus or other award exercisable into Common Stock approved by the Board of Directors of the Company or any duly authorized committee thereof; or (z) any securities of the Company which are issued and outstanding as at the date hereof or are issued pursuant to the Stock Purchase Agreement (including, without limitation, the issuance of any stock optionSeries E Preferred Stock) or the Consulting Agreement. (c) If the Company shall take a record of the holders of its Common Stock for any purpose referred to in this Section 5, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any then (x) such issue record date shall be deemed not to be a Share Reorganization the date of the issuance, sale, distribution or a Special Distributiongrant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 5 in respect of such action. (d) No adjustment in Upon the CVR Payment Amount shall be made in respect expiration without being exercised of any events described in rights, options, warrants or conversion or exchange of any rights, options, warrants or conversion or exchange privileges for which an adjustment has been made pursuant to this Article 9 if Warrant, the Holders are entitled to participate in Exercise Price and the events on number of shares of Common Stock purchasable upon the same termsexercise of each Warrant shall, mutatis mutandisupon such expiration, be readjusted and shall thereafter, upon any future exercise, be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) as if their Rights had been converted immediately prior to (A) the effective date or record date only shares of Common Stock so issued were the events. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments shares of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American shall set a record date to determine the holders of Pan American Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount shall be required by reason of the setting of the record date. (g) In case Pan American, after the date hereof and prior to a conversion of the Rights, shall take any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such mannerCommon Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights and at (B) such time as shares of Common Stock, if any, were issued or sold for the Directors mayconsideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, that no such readjustment shall have the effect of increasing the Exercise Price by an amount, or decreasing the number of shares purchasable upon exercise of each Warrant by a number, in their discretion, reasonably determine to be equitable to excess of the Holders amount or number of the adjustment initially made in such circumstances. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature issuance, sale or extent grant of any such adjustment when made rights, options, warrants or the method employed in making such adjustmentconversion or exchange rights.

Adjustment Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Section 9.2: (a1) The adjustments provided for in this Article 9 Section 2.13 are cumulative and, subject to Subsection 9.3(b), and shall apply (without duplication) to successive issuesCapital Reorganizations or other events resulting in any adjustment under the provisions of Section 2.13 provided that, subdivisions, combinations, consolidations, changes, distributions and notwithstanding any other events that require provision of this Article Two, no adjustment of the CVR Payment Amount or shall be made in the number or kind of securities or property issuable hereunder. (b) No adjustment in Underlying Shares that may be acquired on the CVR Payment Amount shall be required exercise of a Warrant unless the adjustment it would result in a change of at least 0.01% one one-hundredth of the number of such Pan American Shares to be issued, an Underlying Share (provided, however, that any adjustments that, except for the provisions that by reason of this subsection would otherwise have been 2.14(1) are not required to be made, made shall be carried forward and taken into account in any subsequent adjustment). (c2) Notwithstanding anything If any question shall arise with respect to the adjustments provided for in this Article 9Two, no adjustment such question, absent manifest error and subject to the prior consent of The Toronto Stock Exchange, shall be made conclusively determined by a firm of chartered accountants appointed by the Corporation (who may be the Corporation's auditors) and acceptable to the CVR Payment Amount if Trustee, acting reasonably; such chartered accountants shall have access to all necessary records of the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock optionCorporation and such determination shall be binding upon the Corporation, stock purchasethe Trustee and the Warrantholders, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and absent manifest error. In the event that any such issue determination is made, the Corporation shall be deemed not deliver a certificate to be a Share Reorganization or a Special Distributionthe Trustee describing such determination and confirming such consent. (d3) No adjustment in the CVR Payment Amount number of Underlying Shares that may be acquired upon exercise of a Warrant shall be made in respect of any events event described in this Article 9 Section 2.13 if the Holders Warrantholders are entitled to participate in the events such event on the same terms, terms mutatis mutandis, mutandis as if Warrantholders had exercised their Rights had been converted immediately Warrants prior to or on the effective date or record date of such event, such participation being subject to the eventsprior consent of The Toronto Stock Exchange. (e4) If In case the Corporation after the date of this Indenture shall take any questionsaction affecting the Exchangeable Shares other than an action described in this Article Two, controversies or disputes shall at any time arise with respect to adjustments which in the opinion of the CVR Payment Amountdirectors would materially affect the rights of Warrantholders, such questions, controversies or disputes the number of Underlying Shares that may be acquired upon exercise of a Warrant shall be conclusively determined adjusted in such manner and at such time, by Pan American’s external auditors or, if they are unable or unwilling to actaction of the directors, in accordance with Section 6.2their sole discretion as they may determine to be equitable in the circumstances, provided that no such adjustment will be made unless prior approval of The Toronto Stock Exchange and any other stock exchange on which the Exchangeable Shares are listed for trading or quoted has been obtained. Failure of the directors to make such an adjustment shall be prima facie evidence that the directors have determined that it is equitable to make no adjustment in the circumstances. (f5) If Pan American the Corporation shall set a record date to determine the holders of Pan American the Exchangeable Shares for the purpose of entitling them to receive any issuance or distribution or for the issuance of any subscription rights, options or purchase rights in accordance with this Article 9 warrants and shall, thereafter, legally shall thereafter and before such distribution or issuance to such shareholders abandon its plans plan to pay or deliver the make such distribution or subscription or purchase rightsissuance, then no adjustment in the CVR Payment Amount number of Underlying Shares that may be acquired upon exercise of any Warrant shall be required by reason of the setting of the such record date. (g6) In case Pan AmericanThe Corporation shall not be required to issue fractional securities in satisfaction of its obligations hereunder. If any fractional interest in an Underlying Share would, after except for the date hereof and prior provisions of this subsection, be deliverable upon the exercise of a Warrant, the Corporation shall make a cash payment equal to a conversion the fair value of the Rights, shall take any action affecting fraction of such Underlying Share not so issued as determined by the Pan American Shares, other than any action described board of directors in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their its sole discretion, reasonably determine to be equitable to the Holders in such circumstancesacting reasonably. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment.

Adjustment Rules. The following rules and procedures (a) In any case in which this Article 4 shall be applicable require that an adjustment shall become effective immediately after a record date for an event referred to adjustments made pursuant to Section 9.2herein, the Corporation may defer until the occurrence of such event: (a) issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional Shares issuable upon such exercise by reason of the adjustment required by such event; and (b) delivering to such holder any distributions declared with respect to such additional Shares after such Exercise Date and before such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder's right, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and the number of Shares purchasable upon exercise of any Warrant and to such distributions declared with respect to any such additional shares issuable on the exercise of any Warrant. (b) The adjustments provided for in this Article 9 4 are cumulative andcumulative; shall in the case of adjustments to the Exercise Price, subject be computed to Subsection 9.3(b), the nearest one-tenth of one cent; and shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changesdistributions, distributions and issuances or other events resulting in any adjustment under the provisions of this section; provided that, notwithstanding any other events that require provision of this Article 4, no adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunder. (b) No adjustment in the CVR Payment Amount Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect and no adjustment shall be made in the number of Shares purchasable on the exercise of a Warrant unless it would result in a change of at least 0.01% one-hundredth of the number of such Pan American Shares to be issued, a share (provided, however, that any adjustments that, except for the provisions which by reason of this subsection would otherwise have been Section 4.3(b) are not required to be made, made shall be carried forward and taken into account in any subsequent adjustment). (c) Notwithstanding anything In the event of any question arising with respect to the adjustments provided in this Article 94, no adjustment such questions shall be made conclusively determined by a firm of chartered accountants appointed by the Corporation and acceptable to the CVR Payment Amount if Trustee (who may be the issue Corporation's auditors); such accountants shall have access to all necessary records of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American the Corporation and such determination shall be binding upon the Corporation. In the event that any such issue determination is made, the Corporation shall be deemed not deliver a certificate to be a Share Reorganization or a Special Distributionthe Trustee describing such determination. (d) No adjustment in the CVR Payment Amount Exercise Price or in the number of Shares purchasable upon exercise of a Warrant shall be made in respect of any events event described in this Article 9 4, other than the events referred to in clauses (i) and (ii) of Section 4.2(a), if the Holders Warrantholders are entitled to participate (such participation being subject to the prior written consent of the CDNX, if applicable) in the events such event on the same terms, terms mutatis mutandis, mutandis as if Warrantholders had exercised their Rights had been converted immediately Warrants prior to or on the effective date or record date of the eventssuch event. (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American shall set a record date to determine the holders of Pan American Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount shall be required by reason of the setting of the record date. (g) In case Pan American, the Corporation after the date hereof and prior to a conversion of the Rights, this Indenture shall take any action affecting the Pan American Common Shares, other than any action described in this Article 94, which, which in the reasonable opinion of the Directors, board of directors of the Corporation would materially affect the rights of the Holders or the rights attached to the RightsWarrantholders, then the CVR Payment Amount Exercise Price or the number of Shares purchasable upon exercise of a Warrant shall be adjusted in such manner, if any, and at such time as time, by action of the Directors mayDirectors, in their discretion, reasonably sole discretion as they may determine to be equitable in the circumstances; provided that any such action by the Directors shall be taken only with the prior consent of the stock exchanges on which the Warrants are then listed, if any. Failure of the directors to make an adjustment in accordance with this Section 4.3(e) shall be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances. In the event that any such adjustment is made, the Corporation shall deliver a certificate to the Holders in Trustee describing such circumstancesadjustment. (hf) The Rights Agent If the Corporation shall set a record date to determine the holders of the Shares for the purpose of entitling them to receive any issue or distribution or for the issue of any rights, options or warrants and shall, thereafter and before such distribution or issue to such shareholders abandon its plan to make such distribution or issue, then no adjustment in the Exercise Price or the number of Shares purchasable upon exercise of any Warrants shall be entitled required by reason of the setting of such record date. (g) In the absence of a resolution of the directors fixing a record date for any of the events referred to act and rely upon in Section 4.2(b) or (c), the certificate Corporation shall be deemed to have fixed as the record date therefor the date on which any of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustmentevents is effected.

Adjustment Rules. The following rules and procedures shall will be applicable to adjustments made pursuant to Section 9.2this Article 4: (a) The the adjustments and readjustments provided for in this Article 9 4 are cumulative and, subject to Subsection 9.3(bSection 4.9(b), shall will apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunder.such an adjustment; (b) No no adjustment in the CVR Payment Amount shall Exercise Price Per Warrant will be required made unless the adjustment it would result in a change of at least 0.011% in the then applicable Exercise Price Per Warrant and no adjustment in the Exercise Proceeds will be made unless it will result in a change of the kind of, or of at least 1% in the number of such Pan American Shares of, securities to be issued, provided, however, that delivered as Exercise Proceeds on exercise of a Warrant and any adjustments adjustment that, except for the provisions of this subsection paragraph, would otherwise have been required to be made, shall will be carried forward and taken into account in any subsequent the next adjustment.; (c) Notwithstanding anything in this Article 9, no such adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount shall will be made in respect of any events an event described in this Article 9 Subsections 4.2(a), 4.3 or 4.4 if the Holders Warrantholders are entitled to participate in the events event on the same terms, mutatis mutandis, as if they had exercised their Rights had been converted Warrants immediately prior to before the effective date of or record date for the event; (d) any dispute that arises at any time with respect to any adjustment or determination made pursuant to this Article 4 (including without limiting the generality of the events.foregoing, a determination under Section 4.10 as to whether any action taken by the Corporation requires that an adjustment be made) shall be finally resolved by arbitration pursuant to the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. The arbitrator shall be a Valuator as defined in this Agreement, chosen by the Majority Holders and the Corporation within ten Business Days of the date on which a party notifies the other of a dispute with respect to any adjustment, or requirement for an adjustment, pursuant to this Article 4. In the event that the parties fail or neglect to appoint a Valuator to act as arbitrator, then that appointment shall be made by the ADR Institute of Canada, Inc. within ten days after being requested by any party to make such appointment. The Valuator shall conduct the arbitration and issue an award as soon as possible and in any event within 30 days of his or her appointment. The award shall be final and binding on the Corporation and all Holders, with no right of appeal, even on a question of law; and (e) If any questions, controversies or disputes shall at any time arise with respect to adjustments in the absence of a resolution of the CVR Payment Amount, such questions, controversies or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable or unwilling to act, in accordance with Section 6.2. (f) If Pan American shall set a Board of Directors of the Corporation fixing the record date for an event referred to determine the holders of Pan American Shares for the purpose of entitling them to receive any distribution in Sections 4.2, 4.3, 4.4, or any subscription or purchase rights in accordance with this Article 9 4.5, and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the CVR Payment Amount shall be except as otherwise required by reason of law, the setting of Corporation will be deemed to have fixed as the record date. (g) In case Pan American, after date therefor the date hereof and prior to a conversion of on which the Rights, shall take any action affecting the Pan American Shares, other than any action described in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstancesevent is effected. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment.

Adjustment Rules. The following rules and procedures shall be applicable to adjustments of the Conversion Price and the Conversion Privilege made pursuant to Section 9.2:1.07(d): (ai) The adjustments provided for in this Article 9 are cumulative and, subject to Subsection 9.3(b), shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the CVR Payment Amount or the number or kind of securities or property issuable hereunder. (b) No no adjustment in the CVR Payment Amount Conversion Price shall be required unless the such adjustment would result in a change of at least 0.011% of in the number of such Pan American Shares to be issued, Conversion Price then in effect; provided, however, that any adjustments thatadjustment which, except but for the provisions of this subsection Section 1.07(e), would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment.; (cii) Notwithstanding anything in this Article 9, no adjustment shall be made to the CVR Payment Amount if the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock option, stock purchase, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and any such issue shall be deemed not to be a Share Reorganization or a Special Distribution. (d) No adjustment in the CVR Payment Amount Conversion Price shall be made in respect of any events event described in this Article 9 Section 1.07(d) (other than an event described in paragraphs 1.07(d)(i)(x) or (y) or in paragraph 1.07(d)(iv)(x)), if the Holders PIK Lenders are entitled to participate in the events such event on the same terms, terms mutatis mutandis, mutandis as if they had converted their Rights had been converted immediately PIK Loans prior to the effective date Effective Date or record date of the events.such event; (eiii) If any questions, controversies or disputes no adjustment in the Conversion Price shall at any time arise with be made pursuant to Section 1.07(d) in respect to adjustments of the CVR Payment Amount, such questions, controversies issue from time to time of PSC Common Stock or disputes shall be conclusively determined by Pan American’s external auditors or, if they are unable Convertible Securities to holders of PSC Common Stock who exercise an option to receive substantially equivalent dividends in PSC Common Stock or unwilling to act, Convertible Securities in accordance with Section 6.2.lieu of receiving Dividends in the Ordinary Course in the form of cash payments; (fiv) If Pan American if the Borrower shall set a record date to determine the holders of Pan American Shares the PSC Common Stock for the purpose of entitling them to receive any dividends or distribution or any subscription or purchase rights in accordance with this Article 9 and shall, thereafterthereafter and before the distribution to such shareholders of any such dividend, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights then no adjustment in the CVR Payment Amount Conversion Price or the number of PSC Common Stock issuable upon exercise of the Conversion Privilege shall be required by reason of the setting of the such record date.; (gv) In if a dispute shall at any time arise with respect to any adjustment of the Conversion Price or the Conversion Privilege, such dispute shall be conclusively determined by a nationally recognized firm of investment dealers selected by the Administrative Agent and any such determination shall be binding upon the Borrower and the Lenders; (vi) in case Pan American, the Borrower after the date hereof and prior to a conversion of the Rights, shall take any action affecting the Pan American SharesPSC Common Stock, other than any an action described in this Article 9Section 1.07(d), which, which in the reasonable opinion of the Directors, board of directors of the Borrower would materially affect the rights of the Holders or PIK Lenders, the rights attached to Conversion Price and/or the Rights, then number of PSC Common Stock issuable upon exercise of the CVR Payment Amount Conversion Privilege shall be adjusted in such manner, if any, and at such time as time, by action by the Directors mayboard of directors of the Borrower, in their discretion, reasonably sole discretion as they may determine to be equitable in the circumstances. Failure by the board of directors of the Borrower to take action so as to provide for an adjustment prior to the Holders effective date of any actions by the Borrower affecting the PSC Common Stock shall, absent error, fraud or bad faith, be conclusive evidence that the board of directors of the Borrower have determined that it is equitable to make no adjustment in such the circumstances.; and (hvii) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant adjustment shall, subject to this Article 9 and Section, be made successively whenever an event referred to in Section 1.07(d) shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustmentoccur.

Adjustment Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Section 9.2: (a1) The adjustments provided for in this Article 9 Section 2.13 are cumulative and, subject to Subsection 9.3(b), and shall apply (without duplication) to successive issuesCapital Reorganizations or other events resulting in any adjustment under the provisions of Section 2.13 provided that, subdivisions, combinations, consolidations, changes, distributions and notwithstanding any other events that require provision of this Article Two, no adjustment of the CVR Payment Amount or shall be made in the number or kind of securities or property issuable hereunder. (b) No adjustment in Underlying Shares that may be acquired on the CVR Payment Amount shall be required exercise of a Warrant unless the adjustment it would result in a change of at least 0.01% one one-hundredth of the number of such Pan American Shares to be issued, an Underlying Share (provided, however, that any adjustments that, except for the provisions that by reason of this subsection would otherwise have been 2.14(1) are not required to be made, made shall be carried forward and taken into account in any subsequent adjustment). (c2) Notwithstanding anything If any question shall arise with respect to the adjustments provided for in this Article 9Two, no adjustment such question, absent manifest error and subject to the prior consent of The Toronto Stock Exchange, shall be made conclusively determined by a firm of chartered accountants appointed by the Corporation (who may be the Corporation's auditors) and acceptable to the CVR Payment Amount if Trustee, acting reasonably; such chartered accountants shall have access to all necessary records of the issue of Pan American Shares is being made pursuant to this Indenture or pursuant to any stock optionCorporation and such determination shall be binding upon the Corporation, stock purchasethe Trustee and the Warrantholders, restricted stock unit, deferred stock unit or other long term incentive plan in force from time to time for directors, officers or employees of Pan American and absent manifest error. In the event that any such issue determination is made, the Corporation shall be deemed not deliver a certificate to be a Share Reorganization or a Special Distributionthe Trustee describing such determination and confirming such consent. (d3) No adjustment in the CVR Payment Amount number of Underlying Shares that may be acquired upon exercise of a Warrant shall be made in respect of any events event described in this Article 9 Section 2.13 if the Holders Warrantholders are entitled to participate in the events such event on the same terms, terms mutatis mutandis, mutandis as if Warrantholders had exercised their Rights had been converted immediately Warrants prior to or on the effective date or record date of such event, such participation being subject to the eventsprior consent of The Toronto Stock Exchange. (e4) If In case the Corporation after the date of this Indenture shall take any questionsaction affecting the Exchangeable Shares other than an action described in this Article Two, controversies or disputes shall at any time arise with respect to adjustments which in the opinion of the CVR Payment Amountdirectors would materially affect the rights of Warrantholders, such questions, controversies or disputes the number of Underlying Shares that may be acquired upon exercise of a Warrant shall be conclusively determined adjusted in such manner and at such time, by Pan American’s external auditors or, if they are unable or unwilling to actaction of the directors, in accordance with Section 6.2their sole discretion as they may determine to be equitable in the circumstances, provided that no such adjustment will be made unless prior approval of The Toronto Stock Exchange and any other stock exchange on which the Exchangeable Shares are listed for trading or quoted has been obtained. Failure of the directors to make such an adjustment shall be prima facie evidence that the directors have determined that it is equitable to make no adjustment in the circumstances. (f5) If Pan American the Corporation shall set a record date to determine the holders of Pan American the Exchangeable Shares for the purpose of entitling them to receive any issuance or distribution or for the issuance of any subscription rights, options or purchase rights in accordance with this Article 9 warrants and shall, thereafter, legally shall thereafter and before such distribution or issuance to such shareholders abandon its plans plan to pay or deliver the make such distribution or subscription or purchase rightsissuance, then no adjustment in the CVR Payment Amount number of Underlying Shares that may be acquired upon exercise of any Warrant shall be required by reason of the setting of the such record date. (g6) In case Pan AmericanThe Corporation shall not be required to issue fractional securities in satisfaction of its obligations hereunder. If any fractional interest in an Underlying Share would, after except for the date hereof and prior provisions of this subsection, be deliverable upon the exercise of a Warrant, the Corporation shall make a cash payment equal to a conversion the fair value of the Rights, shall take any action affecting fraction of such Underlying Share not so issued as determined by the Pan American Shares, other than any action described board of directors in this Article 9, which, in the reasonable opinion of the Directors, would materially affect the rights of the Holders or the rights attached to the Rights, then the CVR Payment Amount shall be adjusted in such manner, if any, and at such time as the Directors may, in their its sole discretion, reasonably determine to be equitable to the Holders in such circumstancesacting reasonably. (h) The Rights Agent shall be entitled to act and rely upon the certificate of Pan American and any other documents filed by Pan American pursuant to this Article 9 and shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by this Article 9, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment.