Common use of Form and Terms of Debentures Clause in Contracts

Form and Terms of Debentures. (a) The Debentures authorized for issue immediately are limited to an aggregate principal amount of $23,000,000 at an issue price of $1,000 per Debenture (the “Issue Price”) and shall be designated as “9% Secured Convertible Debentures” and in the form set out in Schedule A hereto. (b) The Debentures may be issued in one or more tranches and, in any case, shall be dated as of the applicable Closing and shall mature on March 31, 2022 (the “Maturity Date”). (c) The Debentures shall bear interest from the applicable Closing at the rate of 9.0% per annum, based on a 365 day year, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. Interest shall be calculated quarterly on each Interest Calculation Date and will be paid in arrears in equal quarterly payments (with the exception of the first interest payment, which will include interest from and including the date of the applicable Closing to and including the next Interest Calculation Date, and the last interest payment, which will include interest accrued from January 1, 2022 to but excluding the Maturity Date and will be payable on the Maturity Date), in cash, on the applicable Interest Payment Date (other than the last interest payment, which will be payable on the Maturity Date) to holders of record as at the close of business on the applicable Interest Calculation Date (or as at the close of business on the 5th Business Day prior to the Maturity Date in the case of the last interest payment). The first interest payment will fall due on July 20, 2017 and the last interest payment (representing interest payable from but excluding the last Interest Calculation Date to but excluding the Maturity Date) will fall due on the Maturity Date. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record date for any payment of interest on the Debentures will be the applicable Interest Calculation Date (or the 5th Business Day prior to the Maturity Date in the case of the last interest payment). (d) The Corporation may at its option, at any time after two years from the Initial Closing Date (or otherwise as provided in this Indenture), redeem in whole or in part from time to time, in accordance with the terms of Article 4, the principal amount of the Debentures at the Redemption Price which will be: (i) commencing on the date which is two years and one day after the Initial Closing Date and ending on the date which is three years after the Initial Closing Date, 105% of the outstanding principal amount of the Debentures plus any accrued and unpaid interest thereon; (ii) commencing on the date which is three years and one day after the Initial Closing Date and ending on the date which is four years after the Initial Closing Date, 103% of the outstanding principal amount of the Debentures plus any accrued and unpaid interest thereon; and (iii) commencing on the date which is four years and one day after the Initial Closing Date and ending on the date which is one day prior to the Maturity Date, 101% of the outstanding principal amount of the Debentures plus any accrued and unpaid interest thereon in accordance with Section 4.2. The Corporation will be required to provide the holders of the Debentures not more than 60 and not less than 30 days’ notice of the Redemption Date and the holders will have the right to accept the repayment or convert the principal amount of the Debentures at any time prior to the Redemption Date in accordance with Section 2.2(e), provided that, if the holder elects to convert the Debentures, the holder will only be entitled to convert the actual principal amount then outstanding and will not be entitled to any premium in connection therewith. The Redemption Notice for the Debentures shall be substantially in the form of Schedule B hereto. The Redemption Price will be paid in cash. (e) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Debenture shall have the right, at such holder’s option, at any time commencing on the date which is one year after the Initial Closing Date but prior to the close of business on the earlier of: (i) the date that is one Business Day prior to the Maturity Date of the Debentures;

Form and Terms of Debentures. ‌ (a1) The Debentures (the “Debentures”) authorized for issue immediately are is limited to an aggregate principal amount of $23,000,000 at an issue price of $1,000 per Debenture (the “Issue Price”) 3,850,000 and shall be designated as “9% Secured Unsecured Convertible Debentures” and in the form set out in Schedule A hereto”. (b2) The Debentures may be issued in one or more tranches and, in any case, shall be dated as the date of closing of the applicable Closing Offering and shall mature on March 31August 17, 2022 2024 (the “Maturity Date”” for the Debentures). (c3) The Debentures shall bear interest from the applicable Closing date of closing of the Offering at the rate of 9.0% eight percent (8%) per annum, annum (based on a 365 year of 360 days comprised of twelve 30-day months, payable in equal, quarterly payments in arrears on September 30, December 31, March 31 and June 30 in each year, the first such payment to fall due on September 30, 2021 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Debentures) to fall due on the Maturity Date, payable after as well as before maturity and after as well as before default, with interest on amounts in default or after maturity at the same rate, compounded semi-annuallyquarterly. Interest shall be calculated quarterly on each Interest Calculation Date and will be paid in arrears in equal quarterly payments (with the exception of For certainty, the first interest payment, which payment will include interest accrued from and including the date of closing of the applicable Closing Offering to and including the next Interest Calculation DateSeptember 30, and the last interest payment, which will include interest accrued from January 1, 2022 to but excluding the Maturity Date and will be payable on the Maturity Date), in cash, on the applicable Interest Payment Date (other than the last interest payment2021, which will be payable on the Maturity Date) equal to holders $9.78 for each $1,000 principal amount of record as at the close of business on the applicable Interest Calculation Date (or as at the close of business on the 5th Business Day prior to the Maturity Date in the case of the last interest payment). The first interest payment will fall due on July 20, 2017 and the last interest payment (representing interest payable from but excluding the last Interest Calculation Date to but excluding the Maturity Date) will fall due on the Maturity DateDebentures. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record date for any the payment of interest on the Debentures will be the applicable Interest Calculation Date (or the 5th that date which is five Business Day Days prior to the Maturity Date in the case of the last interest payment)each Interest Payment Date. (d4) The Debentures will be subordinated to all existing and future Secured Indebtedness of the Corporation may at its optionin accordance with the provisions of Article 5. The Debentures will rank pari passu with each other Debenture issued under this Indenture and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation, other than Secured Indebtedness. (5) Subject to Section 4.1, at any time after two years from following August 17, 2022, the Initial Closing Date (or otherwise as provided in this Indenture)Corporation shall have the right to pre-pay the Debentures, redeem in whole or in part from time to timetime in multiples of $1,000, in accordance with plus accrued and unpaid interest subject to the terms Corporation, at a price equal to: (a) 105% of Article 4, the principal amount of the Debentures at the Redemption Price which will be: if prepaid between August 17, 2022 and August 17, 2023; and (ib) commencing on the date which is two years and one day after the Initial Closing Date and ending on the date which is three years after the Initial Closing Date, 105102% of the outstanding principal amount of the Debentures plus any accrued and unpaid interest thereon; (ii) commencing on the date which is three years and one day after the Initial Closing Date and ending on the date which is four years after the Initial Closing Date, 103% of the outstanding principal amount of the Debentures plus any accrued and unpaid interest thereon; and (iii) commencing on the date which is four years and one day after the Initial Closing Date and ending on the date which is one day prior to the Maturity Date, 101% of the outstanding principal amount of the Debentures plus any accrued and unpaid interest thereon in accordance with Section 4.2. The Corporation will be required to provide the holders of the Debentures not more than 60 and not less than 30 days’ notice of the Redemption Date and the holders will have the right to accept the repayment or convert the principal amount of the Debentures at any time prior to if prepaid following August 17, 2023 and before the Redemption Date in accordance with Section 2.2(e), provided that, if the holder elects to convert the DebenturesMaturity Date; (as applicable, the holder will only be entitled to convert the actual principal amount then outstanding and will not be entitled to any premium in connection therewith. The Redemption Notice for the Debentures shall be substantially in the form of Schedule B hereto. The Redemption Price will be paid in cash.“Prepayment Price”); (e6) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Debenture shall have the right, right at such holder’s option, at any time commencing on the date which is one year after the Initial Closing Date but prior to the close of business on the earlier of: (i) the date that is one Business Day prior to immediately preceding the Maturity Date of the Debentures (the “Time of Expiry” for the purposes of Article 6 in respect of the Debentures;), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. Notwithstanding the foregoing no Debentures may be converted on an Interest Payment Date or during the five Business Days preceding each Interest Payment Date. (7) The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Debentures shall be equal to $0.45 such that approximately 2,222 Common Shares shall be issued for each $1,000 principal amount of Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Debentures surrendered. No fractional Common Shares will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion, provided, however, the Corporation shall not be required to make any payment of less than $1.00. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Debentures is subject to adjustment pursuant to the provisions of Section 6.5. Holders converting their Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect of the Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date. For clarity, payment of such interest may, at the option of the Corporation, be paid on the next regularly scheduled Interest Payment Date following the Date of Conversion. The Conversion Price will not be adjusted for accrued interest. (8) Subject to Section 6.7, if prior to the Maturity Date, the daily volume weighted average price of the Common Shares on the CSE (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 20 consecutive trading days exceeds $0.75, as adjusted in accordance with the Indenture, the Corporation may deliver a Forced Conversion Notice to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release to cause the Registered Holder to convert all but not less than the principal amount of the Debentures (less any tax required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the principal amount of the Debentures (less any tax required by law to be deducted or withheld) to the Forced Conversion Date. (9) Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. (10) The Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule A, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Debenture in accordance with Section 2.8 hereof, as conclusively evidenced by their execution of an Debenture. Each Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officer’s Certificate. The Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Debentures shall be issued in the form of one or more Debenture Certificates, shall bear the Canadian legend and if applicable, the U.S. Legend, and as Uncertificated Debentures.

Form and Terms of Debentures. (a) The Debentures authorized for issue immediately are limited to an aggregate principal amount of $23,000,000 at an issue price of $1,000 per Debenture (the “Issue Price”) and shall be designated as “98% Series B Secured Convertible Debentures” and in the form set out in Schedule A hereto. (b) The Debentures may be issued in one or more tranches and, in any case, shall be dated as of the applicable Closing and shall mature on March January 31, 2022 2023 (the “Maturity Date”). (c) The Debentures shall bear interest from the applicable Closing at the rate of 9.08.0% per annum, based on a 365 day year, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. Interest shall be calculated quarterly on each Interest Calculation Date following the applicable Closing (being March 31, June 30, September 30 and December 31), and will be paid in arrears in equal quarterly payments following the applicable Closing (with the exception of the any first interest payment, which will include interest from and including the date of the applicable Closing to and including the next Interest Calculation Date, and the last interest payment, which will include interest accrued from January 1, 2022 2023 to but excluding the Maturity Date and will be payable on the Maturity Date, if not redeemed or converted prior to the Maturity Date), in cash, on the applicable Interest Payment Date (other than being January 20, April 20, July 20 or October 20, with the exception of the last interest payment), which will be payable on the Maturity Date) to holders of record as at the close of business on the applicable Interest Calculation Date (or as at the close of business on the 5th Business Day prior to the Maturity Date in the case of the last interest payment). The first interest payment will fall due on July April 20, 2017 2018 and the last interest payment (representing interest payable from but excluding the last Interest Calculation Date January 1, 2023 to but excluding the Maturity Date) will fall due on the Maturity Date. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record date for any payment of interest on the Debentures will be the applicable Interest Calculation Date (or the 5th Business Day prior to the Maturity Date in the case of the last interest payment). (d) The Corporation may at its option, at any time after two years from the Initial Closing Date (or otherwise as provided in this Indenture), redeem in whole or in part from time to time, in accordance with the terms of Article 4, the principal amount of the Debentures at the Redemption Price which will be: (i) commencing on the date which is two years and one day after the Initial Closing Date and ending on the date which is three years after the Initial Closing Date, 105% of the outstanding principal amount of the Debentures plus any accrued and unpaid interest thereon; (ii) commencing on the date which is three years and one day after the Initial Closing Date and ending on the date which is four years after the Initial Closing Date, 103% of the outstanding principal amount of the Debentures plus any accrued and unpaid interest thereon; and (iii) commencing on the date which is four years and one day after the Initial Closing Date and ending on the date which is one day prior to the Maturity Date, 101% of the outstanding principal amount of the Debentures plus any accrued and unpaid interest thereon in accordance with Section 4.2. The Corporation will be required to provide the holders of the Debentures not more than 60 and not less than 30 days’ notice of the Redemption Date and the holders will have the right to accept the repayment or convert the principal amount of the Debentures at any time prior to the Redemption Date in accordance with Section 2.2(e), provided that, if the holder elects to convert the Debentures, the holder will only be entitled to convert the actual principal amount then outstanding and will not be entitled to any premium in connection therewith. The Redemption Notice for the Debentures shall be substantially in the form of Schedule B hereto. The Redemption Price will be paid in cash. (e) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Debenture shall have the right, at such holder’s option, at any time commencing on the date which is one year after the Initial Closing Date but prior to the close of business on the earlier of: (i) the date that is one Business Day prior to the Maturity Date of the Debentures;

Form and Terms of Debentures. ‌ (a1) The Debentures (the “Debentures”) authorized for issue immediately are is limited to an aggregate principal amount of $23,000,000 at an issue price of $1,000 per Debenture (the “Issue Price”) 15,000,000 and shall be designated as “9% Secured Convertible Debentures” and in the form set out in Schedule A hereto”. (b2) The Debentures may be issued in one or more tranches and, in any case, shall be dated as the date of closing of the applicable Closing Offering and shall mature on March 31November 3rd, 2022 2027 (the “Maturity Date”” for the Debentures). (c3) The Debentures shall bear interest from the applicable Closing date of closing of the Offering at the rate of 9.0% twelve percent (12%) per annum, annum (based on a 365 year of 360 days comprised of twelve 30-day months), payable in equal payments (with the exception of the Deferred Interest Amount and the First Interest Payment Date), quarterly in arrears, on December 31, March 31, June 30 and September 30th in each year, the first such payment to fall due on the First Interest Payment Date and the last such payment (representing the Deferred Interest Amount and the interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Debentures) to fall due on the Maturity Date, payable after as well as before maturity and after as well as before default, with interest on amounts in default or after maturity at the same rate, compounded semi-annuallyquarterly. Interest shall be calculated quarterly on each Interest Calculation Date and will be paid in arrears in equal quarterly payments (with the exception of For certainty, the first interest payment, which will include interest from and including the date of the applicable Closing to and including the next Interest Calculation Date, and the last interest payment, which payment will include interest accrued from January 1and including the day immediately following the date that is eighteen (18) months following the issuance date of the Debentures to and excluding June 30, 2022 to 2024, but excluding will exclude the Maturity Date and will be payable on the Maturity Date), in cash, on the applicable Deferred Interest Payment Date (other than the last interest paymentAmount, which will be payable on the Maturity Date) equal to holders $30 for each $1,000 principal amount of record as at the close of business on the applicable Interest Calculation Date (or as at the close of business on the 5th Business Day prior to the Maturity Date in the case of the last interest payment). The first interest payment will fall due on July 20, 2017 and the last interest payment (representing interest payable from but excluding the last Interest Calculation Date to but excluding the Maturity Date) will fall due on the Maturity DateDebentures. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record date for any the payment of interest on the Debentures will be the applicable Interest Calculation Date (or the 5th that date which is five Business Day Days prior to the Maturity Date in the case of the last interest payment)each Interest Payment Date. (d4) The Corporation may at its optionSubject to and in accordance with Section 4.1, at any time after two years from following November 3rd, 2023, the Initial Closing Date (or otherwise as provided in this Indenture)Corporation shall have the right to pre-pay the principal amount of the Debentures, redeem in whole or in part from time to timetime in multiples of $1,000, in accordance with plus accrued and unpaid interest. (5) Not less than 30 days prior to the terms consummation of Article 4, a Change of Control the principal amount Corporation shall be obligated to offer to purchase all of the Debentures at then outstanding. The terms and conditions of such obligation are set forth below. (a) Not less than 30 days prior to the Redemption Price consummation of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Debentures, a notice stating that a Change of Control may occur and specifying the date on which will be: such Change of Control is then expected to occur and the circumstances or events giving rise to such Change of Control (ia “Change of Control Notice”) commencing together with an offer in writing (the “Change of Control Offer”) to: (A) purchase, on the date which is two years and one day after Change of Control Purchase Date (as defined below), all of the Initial Closing Date and ending on Debentures then outstanding from the date which is three years after the Initial Closing Date, holders thereof at a price per Debenture equal to 105% of the outstanding principal amount of thereof (the Debentures “Offer Price”) plus unpaid and accured interest (less any accrued and unpaid interest thereon; (ii) commencing on the date which is three years and one day after the Initial Closing Date and ending on the date which is four years after the Initial Closing Date, 103% of the outstanding principal amount of the Debentures plus any accrued and unpaid interest thereon; and (iii) commencing on the date which is four years and one day after the Initial Closing Date and ending on the date which is one day prior taxes required to the Maturity Date, 101% of the outstanding principal amount of the Debentures plus any accrued and unpaid interest thereon be deducted in accordance with Section 4.2. The Corporation 6.11) on such Debentures up to, but excluding, the Maturity Date (collectively, the “Total Offer Price”); or (b) If such Change of Control Purchase Date is after a record date for the payment of interest on the Debentures but on or prior to an Interest Payment Date, then the interest payable on such date will be required paid to provide the holders holder of record of the Debentures not more than 60 and not less than 30 days’ notice of on the Redemption Date and the holders will have the right to accept the repayment or convert the principal amount of the Debentures at any time prior to the Redemption Date in accordance with Section 2.2(e), provided that, if the holder elects to convert the Debentures, the holder will only be entitled to convert the actual principal amount then outstanding and will not be entitled to any premium in connection therewithrelevant record date. The Redemption Notice for Change of Control Offer shall specify the Debentures date and time on which such offer shall expire. The “Change of Control Purchase Date” shall be substantially in the form of Schedule B hereto. The Redemption Price will be paid in cash. (e) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Debenture shall have the right, at such holder’s option, at any time commencing on the date which is one year after the Initial Closing Date but prior to the close of business on the earlier of: (i) the date that is one Business Day on or immediately prior to the Maturity Date then expected closing date of the Debentures;Change of Control and as confirmed in writing by the Corporation. On written confirmation from the Corporation, the Trustee will promptly thereafter deliver, by prepaid courier or mail, the Change of Control Offer to the holders of all Debentures then outstanding, at their addresses appearing in the registers of holders of Debentures maintained by the Trustee.