Common use of Adjustment Rules Clause in Contracts

Adjustment Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Section 6.2: (a) The adjustments provided for in this Article 6 are cumulative and shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the number of Underlying Common Shares to be issued or the number or kind of securities that can be acquired hereunder. Any adjustment referred to in Sections 6.2(a), 6.2(b), 6.2(c) or 6.3(f) shall be subject to the prior approval of the TSX. (b) No adjustment in the number of Underlying Common Shares to be issued shall be required unless the adjustment would result in a change of at least 0.01% of the number of Underlying Common 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) No adjustment in the number of Underlying Common Shares to be issued shall be made in respect of any events described in Article 6 if the holders of the Subscription Receipts are entitled to participate in the events on the same terms, mutatis mutandis, as if their Subscription Receipts had been automatically exchanged immediately prior to the effective date or record date of the events. For greater certainty, any such participation by holders of Subscription Receipts in situations described in this Section 6.3(c) shall be subject to the approval of the TSX. (d) If a dispute shall at any time arise with respect to adjustments of the number of Underlying Common Shares to be issued, the dispute shall be conclusively determined by the Corporation’s external auditors or, if they are unable or unwilling to act, by such firm of independent chartered accountants as may be selected by the directors of the Corporation and any such determination shall, absent manifest error, be binding upon the Corporation, the Subscription Receipt Agent and all Receiptholders. For greater certainty, determinations by such auditors or by such firm of independent chartered accountants in this Section 6.3(d) shall be subject to the approval of the TSX. (e) If the Corporation shall set a record date to determine the holders of Common Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with Article 6 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the number of Underlying Common Shares to be issued shall be required by reason of the setting of the record date. (f) In case the Corporation, after the date hereof, shall take any action affecting the Common Shares, other than any action described in this Article 6, which, in the reasonable opinion of the directors of the Corporation, would materially affect the rights of the Receiptholders and/or the rights attached to the Subscription Receipts, then the number of Underlying Common Shares which are to be received pursuant to the Subscription Receipts shall be adjusted in such manner, if any, and at such time as the directors of the Corporation may, in its sole discretion, reasonably determine to be equitable to the Receiptholders in such circumstances.

Adjustment Rules. The following rules and procedures shall be ---------------- applicable to adjustments of the Exercise Number made pursuant to Section 6.24.1: (a) The Subject to the following subsections of this Section 4.3, any adjustment pursuant to Section 4.1 or Section 4.2 shall be made successively whenever an event referred to therein shall occur. All adjustments provided for in within this Article 6 4 are cumulative and shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the number of Underlying Common Shares to be issued or the number or kind of securities that can be acquired hereunder. Any adjustment referred to in Sections 6.2(a), 6.2(b), 6.2(c) or 6.3(f) shall be subject to the prior approval of the TSXcumulative. (b) No adjustment in the number of Underlying Common Shares to be issued Exercise Number shall be required unless the such adjustment would result in a change of at least 0.01% one one-hundredth of the number of Underlying a Common Shares to be issued, Share; provided, however, that any adjustments thatwhich, except for the provisions of this subsection Subsection 4.3(b), would otherwise have been required to be made, made shall be carried forward and taken into account in any subsequent adjustmentadjustment with respect to the Exercise Number. (c) No adjustment in the number of Underlying Common Shares to be issued Exercise Number shall be made in respect of any events event described in Article 6 Section 4.1 or to the Purchase Price in respect of any event described in Section 4.2 if the holders of the Subscription Receipts Warrantholders are entitled to participate in the events such event on the same terms, terms mutatis mutandis, mutandis as if they had exercised their Subscription Receipts had been automatically exchanged immediately Warrants prior to or on the effective date or record date of the events. For greater certaintysuch event, any such participation by holders of Subscription Receipts in situations described in this Section 6.3(c) shall be subject to the approval prior written consent of the TSXCanadian Dealing Network, or such stock exchange upon which the Common Shares of the Corporation are then listed. (d) No adjustment in the Exercise Number shall be made pursuant to Section 4.1 or to the Purchase Price in respect of any event described in Section 4.2 in respect of the issue from time to time of Common Shares to holders of Common Shares who exercise an option to receive substantially equivalent dividends in Common Shares or securities exchangeable for and convertible into Common Shares in lieu of receiving cash dividends, and any such issue shall be deemed not to be a Share Reorganization. (e) If a dispute shall at any time arise with respect to adjustments of the number of Underlying Common Shares to be issuedExercise Number, the such dispute shall be conclusively determined by the Corporation’s external 's auditors or, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors of the Corporation and Corporation. In the event any such determination shallis made, absent manifest error, be binding upon the Corporation, the Subscription Receipt Agent and all Receiptholders. For greater certainty, determinations by such auditors or by such firm of independent chartered accountants in this Section 6.3(d) shall be subject to the approval of the TSX. (e) If the Corporation shall set deliver a record date certificate to determine the holders of Common Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with Article 6 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the number of Underlying Common Shares to be issued shall be required by reason of the setting of the record dateAgent describing such determination. (f) In case the Corporationabsence of a resolution of the directors of the Corporation fixing a record date at which the holders of Common Shares are determined for a Share Reorganization, Rights Offering, Special Distribution or Reclassification requiring such a record date to be so fixed, the directors of the Corporation shall be deemed to have fixed as the record date therefor the date on which such Share Reorganization, Rights Offering, Special Distribution or Reclassification is effected. (g) In the event that the Corporation after the date hereofof this Indenture shall take any action affecting the Common Shares other than action described in this Article 4, the directors of the Corporation may, but shall not be required to, make any other adjustments to the number of Common Shares which may be acquired upon exercise of the Warrants, to the extent, if any, such directors deem appropriate, provided that no such adjustment shall be made unless prior approval of any stock exchange or quotation system on which the Common Shares are listed or quoted for trading, or have been listed or quoted for trading within the past six months, for trading, if required, has been obtained. (h) In case the Corporation after the date of this Indenture shall take any action affecting the Common Shares, other than any an action described in this Article 6Section 4.1, which, in the reasonable opinion of the directors of the Corporation, which would materially affect have an adverse effect upon the rights of the Receiptholders and/or Warrantholders, the rights attached Exercise Number, subject to the Subscription Receipts, then prior approval of any stock exchange or quotation system on which the number of Underlying Common Shares which are to be received pursuant to the Subscription Receipts listed or quoted for trading shall be adjusted in such manner, if any, manner and at such time as the directors of the Corporation may, in its sole discretionacting reasonably, reasonably determine to be equitable in the circumstances. (i) Subject to Section 4.3 hereof, no adjustment shall be made in the subscription rights attached to the Receiptholders Warrants if the issue of Common Shares is being made pursuant to any stock option or stock purchase plan in such circumstancesforce from time to time for directors, officers or employees of the Corporation or any other currently existing obligation of the Corporation.

Adjustment Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Section 6.2: (a) The Any adjustments provided for pursuant to this Section 5.4 shall be made successively whenever an event referred to herein shall occur. If an adjustment in this Article 6 are cumulative and shall apply (without duplication) the Conversion Price made hereunder would reduce the Conversion Price to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment an amount below par value of the number of Underlying Common Shares to be issued or Stock, then such adjustment in the number or kind of securities that can be acquired hereunder. Any adjustment referred to in Sections 6.2(a), 6.2(b), 6.2(c) or 6.3(f) Conversion Price made hereunder shall be subject reduce the Conversion Price to the prior approval par value of the TSXCommon Stock. Before taking any action which would cause an adjustment reducing the Series A Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Series A Conversion Price. (b) No adjustment Except as otherwise provided in this Section 5.4, the number of Underlying Common Shares to Conversion Price will not be issued shall be required unless the adjustment would adjusted as a result in a change of at least 0.01% of the number issuance of, the distribution of Underlying Common Shares 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. (c) No Notwithstanding anything in this Certificate of Designation to the contrary, no adjustment in to the number of Underlying Common Shares to be issued Conversion Price shall be made in respect of any events described in Article 6 pursuant to Section 5.4 for a transaction (other than for share splits or share combinations pursuant to Section 5.4(i)): (i) if the Corporation makes a provision for the holders of the Subscription Receipts are entitled Series A Convertible Preferred Stock to participate in the events on transaction, at the same termstime and upon the same terms as holders of Common Stock participating in such transaction, mutatis mutandiswithout converting shares of Series A Convertible Preferred Stock, as if their Subscription Receipts had been automatically exchanged immediately prior each holder of Series A Convertible Preferred Stock held a number of shares of Common Stock equal to the effective date or record date of the events. For greater certainty, any such participation by holders of Subscription Receipts in situations described in this Section 6.3(c) shall be subject to the approval of the TSX. (d) If a dispute shall at any time arise with respect to adjustments of the number of Underlying shares of Common Shares Stock such holder would have held if such holder had converted its shares of Series A Convertible Preferred Stock at the Conversion Price (without giving effect to be issuedany adjustment pursuant to Section 5.4 on account of such transaction) in effect at the time of such transaction; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, the dispute shall be conclusively determined director or consultant benefit plan or program of or assumed by the Corporation’s external auditors Corporation or any of its Subsidiaries or of any employee agreements or arrangements or programs; (iii) 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, if they are unable or unwilling to act, by such firm of independent chartered accountants as may be selected by (iv) for a change in the directors par value of the Corporation and any such determination shall, absent manifest error, be binding upon the Corporation, the Subscription Receipt Agent and all Receiptholders. For greater certainty, determinations by such auditors or by such firm of independent chartered accountants in this Section 6.3(d) shall be subject to the approval of the TSXCommon Stock. (e) If the Corporation shall set a record date to determine the holders of Common Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with Article 6 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the number of Underlying Common Shares to be issued shall be required by reason of the setting of the record date. (f) In case the Corporation, after the date hereof, shall take any action affecting the Common Shares, other than any action described in this Article 6, which, in the reasonable opinion of the directors of the Corporation, would materially affect the rights of the Receiptholders and/or the rights attached to the Subscription Receipts, then the number of Underlying Common Shares which are to be received pursuant to the Subscription Receipts shall be adjusted in such manner, if any, and at such time as the directors of the Corporation may, in its sole discretion, reasonably determine to be equitable to the Receiptholders in such circumstances.

Adjustment Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Section 6.2: (a1) The adjustments provided for in this Article 6 Section 2.14 are cumulative and shall apply (without duplication) to successive issuesCapital Reorganizations or other events resulting in any adjustment under the provisions of Section 2.14; provided that, subdivisions, combinations, consolidations, changes, distributions and notwithstanding any other events that require provision of this Article 2, no adjustment of the number of Underlying Common Shares to be issued or the number or kind of securities that can be acquired hereunder. Any adjustment referred to in Sections 6.2(a), 6.2(b), 6.2(c) or 6.3(f) shall be subject to the prior approval of the TSX. (b) No adjustment made in the number of Underlying Common Shares to which may be issued shall be required acquired on the exercise of a Special Warrant unless the adjustment it would result in a change of at least 0.01% one one-hundredth of the number of Underlying Common 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 2.15(1) are not required to be made, made shall be carried forward and taken into account in any subsequent adjustment). (c2) The Corporation shall not issue fractional Common Shares in satisfaction of its obligations hereunder. If any fractional interests in a Common Share would, except for the provisions of this subsection 2.15(2), be deliverable upon the exercise of the Special Warrant, the Corporation shall make a cash payment equal to the fair value of the fraction of a Share not so issued as determined by the Corporation's auditors in their sole discretion. No cheque shall be issued or cash payment made to any Special Warrantholder for an amount less than $5.00. (3) If any question arises with respect to the adjustments provided in this Article 2 such question shall, absent manifest error, be conclusively determined by the Corporation's auditors or such other firm of chartered accountants appointed by the Corporation and acceptable to the Special Warrant Agent (who may be the Corporation's auditors). Such chartered accountants shall have access to all necessary records of the Corporation and such determination shall be binding upon the Corporation, the Special Warrant Agent and the Special Warrantholders absent manifest error. (4) No adjustment in the number of Underlying Common Shares to which may be issued acquired upon exercise of a Special Warrant shall be made in respect of any events event described in Article 6 Section 2.15 if the holders of the Subscription Receipts Special Warrantholders are entitled to participate in the events such event on the same terms, terms mutatis mutandis, mutandis as if Special Warrantholders had exercised their Subscription Receipts had been automatically exchanged immediately Special Warrants prior to or on the effective date or record date of the events. For greater certainty, any such participation by holders of Subscription Receipts in situations described in this Section 6.3(c) shall be subject to the approval of the TSXevent. (d5) If a dispute shall at any time arise with respect to adjustments of the number of Underlying Common Shares to be issued, the dispute shall be conclusively determined by the Corporation’s external auditors or, if they are unable or unwilling to act, by such firm of independent chartered accountants as may be selected by the directors of the Corporation and any such determination shall, absent manifest error, be binding upon the Corporation, the Subscription Receipt Agent and all Receiptholders. For greater certainty, determinations by such auditors or by such firm of independent chartered accountants in this Section 6.3(d) shall be subject to the approval of the TSX. (e) If the Corporation shall set a record date to determine the holders of Common Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with Article 6 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the number of Underlying Common Shares to be issued shall be required by reason of the setting of the record date. (f) In case the CorporationIf, after the date hereofof this Indenture, the Corporation shall take any action affecting the Common Shares, Shares other than any action the actions described in this Article 6, which, 2 which in the reasonable opinion of the directors of the Corporation, Corporation would materially affect the rights of the Receiptholders and/or the rights attached to the Subscription ReceiptsSpecial Warrantholders, then the number of Underlying Common Shares which are to may be received pursuant to acquired upon the Subscription Receipts exercise of a Special Warrant shall be adjusted in such manner, if any, manner and at such time as time, by action by the directors of the Corporation maydirectors, in its their sole discretion, reasonably acting reasonably, as they may determine to be equitable in the circumstances; provided that no such adjustment will be made unless prior approval of any stock exchange on which the Common Shares are listed for trading, if required, has been obtained. Failure of the directors to make such an adjustment shall be conclusive evidence that the Receiptholders directors have determined that it is equitable to make no adjustment in the circumstances. In the event that any such circumstances.adjustment is made, the

Adjustment Rules. The following rules and procedures shall be are applicable to adjustments made pursuant to Section 6.2section 5.2: (a1) The adjustments and readjustments provided for in this Article 6 Five are cumulative and shall and, subject to subsection 5.3(2), apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the number of Underlying Common Shares to be issued Exercise Number or the number or kind of shares or securities that can be acquired purchasable hereunder. Any adjustment referred to in Sections 6.2(a), 6.2(b), 6.2(c) or 6.3(f) shall be subject to the prior approval of the TSX. (b2) No adjustment in the number of Underlying Common Shares to be issued shall be Exercise Number is required unless the adjustment would will result in a change of at least 0.012% of in the number of Underlying Common Shares to be issued, Exercise Number then in effect provided, however, that any adjustments that, except for the provisions of this subsection 5.3(2) would otherwise have been required to be made, shall be are carried forward and taken into account in any subsequent adjustment. (c3) If at any time after the Exercise Period the Corporation shall take any action affecting the Shares, other than an action described in section 5.2, which in the opinion of the directors would have a material adverse effect upon the rights of Warrantholders, the Exercise Number shall be adjusted in such manner and at such time by action by the directors, acting reasonably and in good faith, in their sole discretion, but subject to the prior written consent of the Toronto Stock Exchange and the NYSE MKT Exchange, as may be equitable in the circumstances. Failure of the taking of action by the directors so as to provide for an adjustment prior to the effective date of any action by the Corporation affecting the Shares shall be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances, provided the directors acted reasonably and in good faith. (4) No adjustment in the number of Underlying Common Shares to be issued Exercise Number shall be made in respect of any events event described in Article 6 paragraph 5.2(1)(a) or subsections 5.2(2) or 5.2(3) if the holders of the Subscription Receipts Warrants are entitled to participate in the events event on the same terms, mutatis mutandis, as if they had exercised their Subscription Receipts had been automatically exchanged Warrants immediately prior to the effective date or record date of the events. For greater certaintyevent, any such participation by holders of Subscription Receipts in situations described in this Section 6.3(c) shall be is subject to the approval prior written consent of each Principal Securities Exchange (to the extent required by the rules and regulations thereof). (5) No adjustment in the Exercise Number shall be made pursuant to section 5.2 in respect of the TSX.issue of Shares, rights, options or warrants pursuant to: (a) this Indenture; (b) the exercise of director, officer and employee options or options granted for services in accordance with the rules of the Toronto Stock Exchange or the NYSE MKT Exchange; (c) the exercise of special rights to acquire Shares of the Corporation issued to employees of a subsidiary of the Corporation as part of the acquisition by the Corporation of options to acquire securities of such subsidiary held by such employees; (d) the exercise of Warrants; or (e) the issuance of Shares by the Corporation pursuant to any agreements in effect as at the date of this Indenture, and any such issue shall be deemed not to be a Share Reorganization, a Rights Offering or a Special Distribution. (6) If a dispute shall at any time arise arises with respect to adjustments of the number of Underlying Common Shares to be issuedExercise Number, the dispute shall be conclusively determined (as between the Corporation, the Warrantholders, the Trustee and all transfer agents and shareholders of the Corporation) by the Corporation’s external auditors or, of the Corporation or if they are unable or unwilling to act, by such firm of independent chartered accountants as may be selected by the directors of the Corporation and any such determination shall, absent manifest error, shall be binding upon the Corporation, the Subscription Receipt Agent Warrantholders, the Trustee and all Receiptholders. For greater certaintytransfer agents and shareholders of the Corporation, determinations by such auditors or by such firm of independent chartered accountants in this Section 6.3(d) shall be subject to the approval prior written consent of each Principal Securities Exchange (to the TSXextent required by the rules and regulations thereof). (e7) If the Corporation shall set sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights in accordance with Article 6 and shall, thereafter, thereafter legally abandon abandons its plans to pay or deliver the dividend, distribution or subscription or purchase rights, then no adjustment in the number of Underlying Common Shares to be issued Exercise Number shall be required by reason of the setting of the record date. (f) In case the Corporation, after the date hereof, shall take any action affecting the Common Shares, other than any action described in this Article 6, which, in the reasonable opinion of the directors of the Corporation, would materially affect the rights of the Receiptholders and/or the rights attached to the Subscription Receipts, then the number of Underlying Common Shares which are to be received pursuant to the Subscription Receipts shall be adjusted in such manner, if any, and at such time as the directors of the Corporation may, in its sole discretion, reasonably determine to be equitable to the Receiptholders in such circumstances.

Adjustment Rules. The following rules and procedures shall be applicable ---------------- to adjustments of the Exercise Number made pursuant to Section 6.24.1: (a) The Subject to the following subsections of this Section 4.3, any adjustment pursuant to Section 4.1 or Section 4.2 shall be made successively whenever an event referred to therein shall occur. All adjustments provided for in within this Article 6 4 are cumulative and shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the number of Underlying Common Shares to be issued or the number or kind of securities that can be acquired hereunder. Any adjustment referred to in Sections 6.2(a), 6.2(b), 6.2(c) or 6.3(f) shall be subject to the prior approval of the TSXcumulative. (b) No adjustment in the number of Underlying Common Shares to be issued Exercise Number shall be required unless the such adjustment would result in a change of at least 0.01% one one-hundredth of the number of Underlying a Common Shares to be issued, Share; provided, however, that any adjustments thatwhich, except for the provisions of this subsection Subsection 4.3(b), would otherwise have been required to be made, made shall be carried forward and taken into account in any subsequent adjustmentadjustment with respect to the Exercise Number. (c) No adjustment in the number of Underlying Common Shares to be issued Exercise Number shall be made in respect of any events event described in Article 6 Section 4.1 or to the Purchase Price in respect of any event described in Section 4.2 if the holders of the Subscription Receipts Warrantholders are entitled to participate in the events such event on the same terms, terms mutatis mutandis, mutandis as if they had exercised their Subscription Receipts had been automatically exchanged immediately Warrants prior to or on the effective date or record date of the events. For greater certaintysuch event, any such participation by holders of Subscription Receipts in situations described in this Section 6.3(c) shall be subject to the approval prior written consent of the TSXCanadian Dealing Network, or such stock exchange upon which the Common Shares of the Corporation are then listed. (d) No adjustment in the Exercise Number shall be made pursuant to Section 4.1 or to the Purchase Price in respect of any event described in Section 4.2 in respect of the issue from time to time of Common Shares to holders of Common Shares who exercise an option to receive substantially equivalent dividends in Common Shares or securities exchangeable for and convertible into Common Shares in lieu of receiving cash dividends, and any such issue shall be deemed not to be a Share Reorganization. (e) If a dispute shall at any time arise with respect to adjustments of the number of Underlying Common Shares to be issuedExercise Number, the such dispute shall be conclusively determined by the Corporation’s external 's auditors or, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors of the Corporation and Corporation. In the event any such determination shallis made, absent manifest error, be binding upon the Corporation, the Subscription Receipt Agent and all Receiptholders. For greater certainty, determinations by such auditors or by such firm of independent chartered accountants in this Section 6.3(d) shall be subject to the approval of the TSX. (e) If the Corporation shall set deliver a record date certificate to determine the holders of Common Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with Article 6 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the number of Underlying Common Shares to be issued shall be required by reason of the setting of the record dateAgent describing such determination. (f) In case the Corporationabsence of a resolution of the directors of the Corporation fixing a record date at which the holders of Common Shares are determined for a Share Reorganization, Rights Offering, Special Distribution or Reclassification requiring such a record date to be so fixed, the directors of the Corporation shall be deemed to have fixed as the record date therefor the date on which such Share Reorganization, Rights Offering, Special Distribution or Reclassification is effected. (g) In the event that the Corporation after the date hereofof this Indenture shall take any action affecting the Common Shares other than action described in this Article 4, the directors of the Corporation may, but shall not be required to, make any other adjustments to the number of Common Shares which may be acquired upon exercise of the Warrants, to the extent, if any, such directors deem appropriate, provided that no such adjustment shall be made unless prior approval of any stock exchange or quotation system on which the Common Shares are listed or quoted for trading, or have been listed or quoted for trading within the past six months, for trading, if required, has been obtained. (h) In case the Corporation after the date of this Indenture shall take any action affecting the Common Shares, other than any an action described in this Article 6Section 4.1, which, in the reasonable opinion of the directors of the Corporation, which would materially affect have an adverse effect upon the rights of the Receiptholders and/or Warrantholders, the rights attached Exercise Number, subject to the Subscription Receipts, then prior approval of any stock exchange or quotation system on which the number of Underlying Common Shares which are to be received pursuant to the Subscription Receipts listed or quoted for trading shall be adjusted in such manner, if any, manner and at such time as the directors of the Corporation may, in its sole discretionacting reasonably, reasonably determine to be equitable in the circumstances. (i) Subject to Section 4.3 hereof, no adjustment shall be made in the subscription rights attached to the Receiptholders Warrants if the issue of Common Shares is being made pursuant to any stock option or stock purchase plan in such circumstancesforce from time to time for directors, officers or employees of the Corporation or any other currently existing obligation of the Corporation.

Adjustment Rules. The following rules and procedures shall be ---------------- applicable to adjustments of the Exercise Number made pursuant to Section 6.24.1: (a) The Subject to the following subsections of this Section 4.3, any adjustment pursuant to Section 4.1 or Section 4.2 shall be made successively whenever an event referred to therein shall occur. All adjustments provided for in within this Article 6 4 are cumulative and shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the number of Underlying Common Shares to be issued or the number or kind of securities that can be acquired hereunder. Any adjustment referred to in Sections 6.2(a), 6.2(b), 6.2(c) or 6.3(f) shall be subject to the prior approval of the TSXcumulative. (b) No adjustment in the number of Underlying Common Shares to be issued Exercise Number shall be required unless the such adjustment would result in a change of at least 0.01% one one-hundredth of the number of Underlying a Common Shares to be issued, Share; provided, however, that any adjustments thatwhich, except for the provisions of this subsection Subsection 4.3(b), would otherwise have been required to be made, made shall be carried forward and taken into account in any subsequent adjustmentadjustment with respect to the Exercise Number. (c) No adjustment in the number of Underlying Common Shares to be issued Exercise Number shall be made in respect of any events event described in Article 6 Section 4.1 or to the Purchase Price in respect of any event described in Section 4.2 if the holders of the Subscription Receipts Warrantholders are entitled to participate in the events such event on the same terms, terms mutatis mutandis, mutandis as if they had exercised their Subscription Receipts had been automatically exchanged immediately Warrants prior to or on the effective date or record date of the events. For greater certaintysuch event, any such participation by holders of Subscription Receipts in situations described in this Section 6.3(c) shall be subject to the approval prior written consent of The TSE and NASDAQ, or such other stock exchange upon which the Common Shares of the TSXCorporation are then listed. (d) If a dispute shall at any time arise with respect to adjustments of the number of Underlying Common Shares to be issuedExercise Number, the such dispute shall be conclusively determined by the Corporation’s external 's auditors or, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors of the Corporation and Corporation. In the event any such determination shall, absent manifest error, be binding upon the Corporationis made, the Subscription Receipt Agent and all Receiptholders. For greater certainty, determinations by such auditors or by such firm of independent chartered accountants in this Section 6.3(d) Corporation shall be subject deliver a certificate to the approval of the TSXAgent describing such determination. (e) If In the absence of a resolution of the directors of the Corporation shall set fixing a record date to determine at which the holders of Common Shares are determined for the purpose of entitling them to receive any distribution a Share Reorganization, Rights Offering, Special Distribution or any subscription or purchase rights in accordance with Article 6 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the number of Underlying Common Shares Reclassification requiring such a record date to be issued so fixed, the directors of the Corporation shall be required by reason of the setting of deemed to have fixed as the record datedate therefor the date on which such Share Reorganization, Rights Offering, Special Distribution or Reclassification is effected. (f) Subject to subsection 4.3(h), In the event that the Corporation after the date of this Indenture shall take any action affecting the Common Shares other than action described in this Article 4, the directors of the Corporation may, but shall not be required to, make any other adjustments to the to the extent, if any, such directors deem appropriate, provided that no such adjustment shall be made unless prior approval of any stock exchange or quotation system on which the Common Shares are listed or quoted for trading, or have been listed or quoted for trading within the past six months, for trading, if required, has been obtained, no increase shall be made to the Purchase Price and no decrease shall be made to the Exercise Number. (g) In case the Corporation, Corporation after the date hereof, of this Indenture shall take any action affecting the Common Shares, other than any an action described in this Article 6Section 4.1, which, in the reasonable opinion of the directors of the Corporation, which would materially affect have an adverse effect upon the rights of the Receiptholders and/or Warrantholders, the rights attached Exercise Number and the Purchase Price, subject to the Subscription Receipts, then prior approval of any stock exchange or quotation system on which the number of Underlying Common Shares which are to be received pursuant to the Subscription Receipts listed or quoted for trading shall be adjusted in such manner, if any, manner and at such time as the directors of the Corporation may, in its sole discretionacting reasonably, reasonably determine to be equitable in the circumstances, no increase shall be made to the Receiptholders Purchase Price and no decrease shall be made to the Exercise Number. (h) Subject to Section 4.3 hereof, no adjustment shall be made in such circumstancesthe subscription rights attached to the Warrants if the issue of Common Shares is being made pursuant to any stock option or stock purchase plan in force from time to time for directors, officers or employees of the Corporation or any other currently existing obligation of the Corporation.

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 6.2: (a) The adjustments provided for in herein occurs, except that, notwithstanding any other provision of this Article 6 are cumulative and IV, no adjustment shall apply (without duplication) be made to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the number of Underlying shares of Class C Common Shares Stock to be issued delivered to each Warrantholder (or the number or kind of securities that can be acquired hereunder. Any adjustment referred to in Sections 6.2(a), 6.2(b), 6.2(c) or 6.3(f) shall be subject to the prior approval of the TSX. (bExercise Price) No if such adjustment in the number of Underlying Common Shares to be issued shall be required unless the adjustment would result in a change of at least 0.01represents less than 1% of the number of Underlying Common Shares to be issued, provided, however, that any adjustments that, except for the provisions of this subsection would otherwise have been shares previously required to be madeso delivered, but any lesser adjustment shall be carried forward and taken into account in any subsequent adjustment. (c) No adjustment in the number of Underlying Common Shares to be issued shall be made in respect of at the time and together with the next subsequent adjustment which together with any events described in Article 6 if the holders of the Subscription Receipts are entitled adjustments so carried forward shall amount to participate in the events on the same terms, mutatis mutandis, as if their Subscription Receipts had been automatically exchanged immediately prior to the effective date 1% or record date of the events. For greater certainty, any such participation by holders of Subscription Receipts in situations described in this Section 6.3(c) shall be subject to the approval of the TSX. (d) If a dispute shall at any time arise with respect to adjustments more of the number of Underlying Common Shares shares to be issued, the dispute so delivered. No adjustment shall be conclusively determined by made pursuant to this Article IV: (a) in respect of the Corporation’s external auditors orissuance from time to time of shares of Common Stock upon the exercise of any Warrants (b) with respect to issuances of shares of Common Stock pursuant to any Public Offering, if they are unable (c) upon conversion of Class C Common Stock to Common Stock, (d) upon conversion of Series A Preferred Stock to Common Stock in accordance with the terms of the Articles of Incorporation of the Company, (e) upon exercise of any of the Options outstanding on the Date of Issuance or unwilling with respect to actissuance of any additional options to purchase Common Stock to officers, by such firm of employees and independent chartered accountants as may be selected by the directors of the Corporation and Company ("Additional Options") (or issuance of Common Stock upon exercise of any such determination shallAdditional Options), absent manifest errorso long as prior to consummation of an Initial Public Offering the aggregate amount of Additional Options does not represent more than 8.71% of the outstanding shares of Common Stock on a fully diluted basis, be binding upon (f) with respect to other rights granted to a Person which is not an Affiliate (as defined in the CorporationCredit 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 Subscription Receipt Agent Credit Agreement shall have been terminated and all Receiptholders. For greater certaintyobligations thereunder paid in full, determinations by such auditors or by such firm (g) with respect to any issuance of independent chartered accountants in this Section 6.3(d) shall be subject to the approval shares of Common Stock or Options of the TSX. Company in a Third Party Transaction (e) or issuance of Common Stock upon exercise of such Options). If the Corporation shall set Company takes a record date to determine of the holders of its Common Shares Stock for the any purpose of entitling them referred to receive any distribution or any subscription or purchase rights in accordance with Article 6 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the number of Underlying Common Shares to be issued shall be required by reason of the setting of the record date. (f) In case the Corporation, after the date hereof, shall take any action affecting the Common Shares, other than any action described in this Article 6IV, which, in then (i) such record date shall be deemed to be the reasonable opinion date of the directors of issuance, sale, distribution or grant in question and (ii) if the CorporationCompany shall legally abandon such action prior to effecting such action, would materially affect the rights of the Receiptholders and/or the rights attached to the Subscription Receipts, then the number of Underlying Common Shares which are to no adjustment shall be received made pursuant to the Subscription Receipts shall be adjusted this Article IV in respect of such manner, if any, and at such time as the directors of the Corporation may, in its sole discretion, reasonably determine to be equitable to the Receiptholders in such circumstancesaction.

Adjustment Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Section 6.2: (a1) The adjustments provided for in this Article 6 Section 2.13 are cumulative 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 2, no adjustment of the number of Underlying Common Shares to be issued or the number or kind of securities that can be acquired hereunder. Any adjustment referred to in Sections 6.2(a), 6.2(b), 6.2(c) or 6.3(f) shall be subject to the prior approval of the TSX. (b) No adjustment made in the number of Underlying Common Shares to which may be issued shall be required acquired on the exercise of a Special Warrant unless the adjustment it would result in a change of at least 0.01% one one-hundredth of the number of Underlying Common 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 2.14(1) are not required to be made, made shall be carried forward and taken into account in any subsequent adjustment). (c2) The Corporation shall not issue fractional Common Shares or Warrants in satisfaction of its obligations hereunder. If any fractional interests in a Common Share or a Warrant would, except for the provisions of this subsection 2.14(2), be deliverable upon the exercise of the Special Warrant, the Corporation shall make a cash payment equal to the fair value of the fraction of a Share or Warrant, as the case may be, not so issued as determined by the Corporation's auditors in their sole discretion. No cheque shall be issued or cash payment made to any Special Warrantholder for an amount less than $5.00. (3) If any question arises with respect to the adjustments provided in this Article 2 such question shall, absent manifest error, be conclusively determined by the Corporation's auditors or such other firm of chartered accountants appointed by the Corporation and acceptable to the Special Warrant Agent (who may be the Corporation's auditors). Such chartered accountants shall have access to all necessary records of the Corporation and such determination shall be binding upon the Corporation, the Special Warrant Agent and the Special Warrantholders absent manifest error. (4) No adjustment in the number of Underlying Common Shares to which may be issued acquired upon exercise of a Special Warrant shall be made in respect of any events event described in Article 6 Section 2.14 if the holders of the Subscription Receipts Special Warrantholders are entitled to participate in the events such event on the same terms, terms mutatis mutandis, mutandis as if Special Warrantholders had exercised their Subscription Receipts had been automatically exchanged immediately Special Warrants prior to or on the effective date or record date of the events. For greater certainty, any such participation by holders of Subscription Receipts in situations described in this Section 6.3(c) shall be subject to the approval of the TSXevent. (d5) If a dispute shall at any time arise with respect to adjustments of the number of Underlying Common Shares to be issued, the dispute shall be conclusively determined by the Corporation’s external auditors or, if they are unable or unwilling to act, by such firm of independent chartered accountants as may be selected by the directors of the Corporation and any such determination shall, absent manifest error, be binding upon the Corporation, the Subscription Receipt Agent and all Receiptholders. For greater certainty, determinations by such auditors or by such firm of independent chartered accountants in this Section 6.3(d) shall be subject to the approval of the TSX. (e) If the Corporation shall set a record date to determine the holders of Common Shares for the purpose of entitling them to receive any distribution or any subscription or purchase rights in accordance with Article 6 and shall, thereafter, legally abandon its plans to pay or deliver the distribution or subscription or purchase rights, then no adjustment in the number of Underlying Common Shares to be issued shall be required by reason of the setting of the record date. (f) In case the CorporationIf, after the date hereofof this Indenture, the Corporation shall take any action affecting the Common Shares, Shares or Warrants other than any action the actions described in this Article 6, which, 2 which in the reasonable opinion of the directors of the Corporation, Corporation would materially affect the rights of the Receiptholders and/or the rights attached to the Subscription ReceiptsSpecial Warrantholders, then the number of Underlying Common Shares which are to may be received pursuant to acquired upon the Subscription Receipts exercise of a Special Warrant shall be adjusted in such manner, if any, manner and at such time as time, by action by the directors of the Corporation maydirectors, in its their sole discretion, reasonably acting reasonably, as they may determine to be equitable in the circumstances; provided that no such adjustment will be made unless prior approval of any stock exchange on which the Common Shares are listed for trading, if required, has been obtained. Failure of the directors to make such an adjustment shall be conclusive evidence that the Receiptholders directors have determined that it is equitable to make no adjustment in such the circumstances.