Common use of Form and Terms of Initial Debentures Clause in Contracts

Form and Terms of Initial Debentures. (a) The Initial Debentures are hereby authorized for issue immediately in the aggregate principal amount of $75,000,000 and shall be designated as “8.0% Convertible Unsecured Subordinated Debentures due May 31, 2016”. (b) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) and shall mature May 31, 2016 (the “Maturity Date” for the Initial Debentures). (c) The Initial Debentures shall bear interest from the date of the Initial Debentures at the rate of 8.0% per annum (based on a year of 365 days (or 366 days in the case of a leap year)), payable in equal (with the exception of the first interest payment which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on May 31 and November 30 in each year, the first such payment to fall due on November 30, 2011 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on May 31, 2016, 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. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding November 30, 2011, which will be equal to $43.18 for each $1,000 principal amount of Initial Debentures The record dates for the payment of interest on the Initial Debentures will be May 15 and November 15 in each year (or the first Business Day prior to such date if not a Business Day). (d) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before May 31, 2014, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after May 31, 2014 and prior to the Maturity Date, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Company in whole or in part from time to time on notice as provided for in Section 4.3

Form and Terms of Initial Debentures. (a1) The first series of Debentures (the “Initial Debentures are hereby Debentures”) authorized for issue immediately in the is limited to an aggregate principal amount of up to $75,000,000 25,000,000 and shall be designated as “8.0% Unsecured Convertible Unsecured Subordinated Debentures due May 31, 2016Debentures”. (b2) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) and shall mature May 31on February 28, 2016 2021 (the “Maturity Date” for the Initial Debentures). (c3) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 8.0% per annum (based on a year of 365 360 days (or 366 days in the case composed of a leap year)twelve 30-day months), payable in equal semi- annual payments in arrears on June 30 and December 31 in each year (with the exception of the first interest payment payment, which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on May 31 and November 30 in each year), the first such payment to fall due on November June 30, 2011 2019, representing accrued interest for the period from February 28, 2019 to June 30, 2019 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on May 31February 28, 20162021, 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- semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering Closing Date to, but excluding November excluding, June 30, 2011, which 2019. Any payment required to be made on any day that is not a Business Day will be equal to $43.18 for each $1,000 principal amount of Initial Debentures made on the next succeeding Business Day. The record dates date for the payment of interest on the Initial Debentures will be May 15 and November 15 in each year (or the first last Business Day prior to such date if not a Business Day)of the month preceding the month of the applicable Interest Payment Date. (d4) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before May 31September 28, 20142019, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined provided herein. On and after May 31September 28, 2014 2019 and at any time prior to the Maturity Date, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Company Corporation in whole or in part from time to time on notice as provided for in Section 4.34.3 at the applicable Redemption Price. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule G. (5) The Initial Debentures will be subordinated to all Secured Indebtedness of the Corporation in accordance with the provisions of Article 5. The Initial Debentures will rank pari passu in right of payment of principal and interest with all other Debentures issued under the Offering and all previous existing unsecured indebtedness of the Corporation and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation, other than Secured Indebtedness. (6) On or after September 28, 2019 and upon and subject to the provisions and conditions of Article 5 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to 4:00 p.m. (Pacific Time) on the earliest of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) if subject to redemption pursuant to a Change of Control, on the Business Day immediately preceding the Payment Date, subject to the satisfaction of certain conditions, by notice to the holders of Initial Debentures in accordance with Section 2.5(9) (the earlier of which will be the “Time of Expiry” for the purposes of Article 5 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Subordinate Voting Shares at the Conversion Price in effect on the Date of Conversion. The Conversion Price in effect on the date hereof for each Subordinate Voting Share to be issued upon the conversion of Initial Debentures shall be equal to $6.50 such that approximately 153.846 Subordinate Voting Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Subordinate Voting Shares to be issued upon conversion will be made for dividends or distributions on Subordinate Voting Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Subordinate Voting Shares in accordance with Article 5, or for interest accrued on Initial Debentures surrendered. No fractional Subordinate Voting Shares will be issued, and the number of Subordinate Voting Shares so issuable will be rounded down to the nearest whole number, on any conversion of the Debentures and in lieu thereof, the Corporation will satisfy fractional interests by a cash payment equal to the Conversion Price on the relevant date of any fractional interest. The Conversion Price applicable to, and the Subordinate Voting Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.3. Holders converting their Initial Debentures will receive, in addition to the applicable number of Subordinate Voting Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect of the Initial Debentures surrendered for conversion up to and including the Date of Conversion from, and including, the most recent Interest Payment Date. The Conversion Price will not be adjusted for accrued interest. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five Business Days preceding each Interest Payment Date, the Person or Persons entitled to receive Subordinate Voting Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Subordinate Voting 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. (7) A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Option pursuant to the provisions of (7) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (8) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial 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 Initial Debenture in accordance with Section 2.8 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial 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 Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Debenture Certificates and as Uncertificated Debentures. Notwithstanding the foregoing, Initial Debentures issued to U.S. Purchasers (other than Qualified Institutional Buyers that have delivered to the Corporation a Qualified Institutional Buyer Letter) shall be issued only as Debenture Certificates,. (9) Upon the occurrence of a Change of Control, and subject to the provisions and conditions of this subsection 2.5(9), the Corporation shall be obligated to offer to purchase or convert all of the outstanding Initial Debentures on the following terms and conditions: (a) Not less than 5 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”). Prior to the Change of Control Purchase Date (as defined below), the Debentureholders shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 100% of the principal amount thereof plus accrued and unpaid interest (the “Offer Price”); or (ii) if the Change of Control results in a new issuer, convert the Debentures into replacement notes of the new issuer in the aggregate principal amount of 101% of the aggregate principal amount of the Debentures held by the electing holder, with such adjustments as are required to make the replacement notes otherwise economically equivalent to the Debentures, but otherwise on the terms of the Debentures (the “Change of Control Offer”). The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date of the Change of Control Notice is delivered to holders of Initial Debentures.

Form and Terms of Initial Debentures. The first series of Debentures (athe “Initial Debentures”) The Initial Debentures are hereby authorized for issue immediately in the is limited to an aggregate principal amount of up to $75,000,000 11,287,500, and shall be designated as “8.0% Senior Unsecured Convertible Unsecured Subordinated Debentures”. The Trustee shall deliver Authenticated Debentures due May 31, 2016”. (b) to Debentureholders upon the exercise or deemed exercise of the Special Warrants and record the name of the Debentureholders on the Debenture register. The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) Deemed Exercise Date and shall mature May 31on October 24, 2016 2020 (the “Maturity Date” for the Initial Debentures). (c) . The Initial Debentures shall bear interest from the date of closing of the Initial Debentures Offering at the rate of 8.0% per annum (based on a year of 365 360 days (or 366 days in the case comprised of a leap year)twelve 30-day months), payable in equal (with the exception of the first interest payment payment, which will include interest from and including the date of closing of the Offering as set forth below, and, if the Initial Debentures are issued at any time following December 31, 2018, the second interest payment, which will include interest from the date following issuance of the Initial Debentures to the next interest payment date) semi-annual payments in arrears on May June 30 and December 31 and November 30 in each year, the first such payment to fall due on November 30December 31, 2011 2018 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on May 31October 24, 20162020, 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. For certainty, in the event that the Initial Debentures are issued (i) on or before December 31, 2018, the first interest payment will include interest accrued from and including the date of closing of the Offering toOctober 24, 2018 to but excluding November 30December 31, 20112018, which will be equal to $43.18 15.11 for each $1,000 principal amount of Initial Debentures; or (ii) at any time following December 31, 2018, the first interest payment will include interest accrued from October 24, 2018 to the date that the Initial Debentures The are so issued and, notwithstanding anything to the contrary contained herein, shall be payable on the Business Day immediately following the date of issuance. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. With the exception of the first interest payment (for which the Corporation will confirm the record dates date in writing), the record date for the payment of interest on the Initial Debentures will be May 15 and November 15 in each year (or the first that date which is five Business Day Days prior to such date if not a Business Day). (d) each Interest Payment Date. The Initial Debentures will be redeemable subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the terms provisions of Article 4, provided that the 5. The Initial Debentures will not be redeemable before May 31, 2014rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except in as prescribed by law, with all other existing and future unsecured indebtedness of the event Corporation, other than Secured Indebtedness. Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earliest of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) if subject to repurchase pursuant to a Change of Control, on the Business Day immediately preceding the payment date, subject to the satisfaction of certain conditions after conditions, by notice to the holders of Initial Debentures in accordance with subsection 2.5(7) (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial 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 Initial Debentures may be converted on an Interest Payment Date or during the five Business Days preceding each Interest Payment Date. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $0.75 such that approximately 1,333.3333 Common Shares shall be issued for each $1,000 principal amount of Initial 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 Initial Debentures surrendered. No fractional Common Shares will be issued, and holders will not receive a cash payment or any other compensation in satisfaction of any fractional interest. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. Holders converting their Initial 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 Initial Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date. The Conversion Price will not be adjusted for accrued interest. 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. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control has occurred as outlined herein. On and after May 31, 2014 and prior Offer pursuant to the Maturity Date, provided that provisions of subsection 2.5(7) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the Current Market Price at the time certificate of the Redemption Notice is at least 125% 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 Initial Debenture in accordance with Section 2.8 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Conversion PriceBoard of Directors, the or as specified in an Officer’s Certificate. The Initial Debentures may be redeemed engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. Within 30 days following a Change of Control, and subject to the provisions and conditions of this subsection 2.5(7), the Corporation shall, at the option discretion of the Company in whole Debentureholders, be obligated to offer to purchase or in part from time to time on notice as provided for in Section 4.3convert all of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below:

Form and Terms of Initial Debentures. (a1) The first series of Debentures (the “Initial Debentures are hereby Debentures”) authorized for issue immediately in the is limited to an aggregate principal amount of up to $75,000,000 115,000,000 and shall be designated as “8.06.0% Unsecured Convertible Unsecured Subordinated Debentures due May 31, 2016Debentures”. (b2) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) Deemed Exercise Date and shall mature May 31on November 28, 2016 2022 (the “Maturity Date” for the Initial Debentures). (c3) The Initial Debentures shall bear interest from the date of closing of the Initial Debentures Offering at the rate of 8.06.0% per annum (based on a year of 365 360 days (or 366 days in the case comprised of a leap year)twelve 30-day months), payable in equal (with the exception of the first interest payment payment, which will include interest from and including the date of closing of the Offering as set forth below, and, if the Initial Debentures are issued at any time following December 31, 2017, the second interest payment, which will include interest from the date following issuance of the Initial Debentures to the next interest payment date) semi-annual payments in arrears on May June 30 and December 31 and November 30 in each year, the first such payment to fall due on November 30December 31, 2011 2017 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on May 31November 28, 20162022, 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- semi-annually. For certainty, in the event that the Initial Debentures are issued (i) on or before December 31, 2017, the first interest payment will include interest accrued from and including the date of closing of the Offering toNovember 28, but excluding November 302017 to December 31, 20112017, which will be equal to $43.18 5.50 for each $1,000 principal amount of Initial Debentures; or (ii) at any time following December 31, 2017, the first interest payment will include interest accrued from November 28, 2017 to the date that the Initial Debentures are so issued and, notwithstanding anything to the contrary contained herein, shall be payable on the Business Day immediately following the date of issuance. 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 dates date for the payment of interest on the Initial Debentures will be May 15 and November 15 in each year (or the first that date which is five Business Day Days prior to such date if not a Business Day)each Interest Payment Date. (d4) The Initial Debentures will be redeemable subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the terms provisions of Article 4, provided that the 5. The Initial Debentures will not be redeemable before May 31, 2014rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except in as prescribed by law, with all other existing and future unsecured indebtedness of the event Corporation, other than Secured Indebtedness. (5) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earliest of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) if subject to repurchase pursuant to a Change of Control, on the Business Day immediately preceding the payment date, subject to the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after May 31conditions, 2014 and prior by notice to the Maturity holders of Initial Debentures in accordance with Section 2.5(7) (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial 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 Initial Debentures may be converted on an Interest Payment Date or during the five Business Days preceding each Interest Payment Date. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $6.50 such that approximately 153.8462 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, provided that 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 Initial 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 at the time as of the Redemption Notice is at least 125% Date of Conversion, provided, however, the Corporation shall not be required to make any payment of less than $1.00. The Conversion PricePrice applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures may is subject to adjustment pursuant to the provisions of Section 6.5. Holders converting their Initial Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be redeemed deducted) in respect of the Initial 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 Company 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. 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 whole 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. A Debenture in part respect of which a holder has accepted a notice in respect of a Change of Control Offer pursuant to the provisions of subsection 2.5(7) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (6) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial 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 Initial Debenture in accordance with Section 2.8 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time time, be, approved by a resolution of the Board of Directors, or as specified in an Officer’s Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Debenture Certificates, shall bear the U.S. Legend, if applicable, and as Uncertificated Debentures. (7) Within 30 days following a Change of Control, and subject to the provisions and conditions of this subsection 2.5(7), the Corporation shall, at the discretion of the Debentureholders, be obligated to offer to purchase or convert all of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (a) Not less than 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on notice which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”). Prior to the Change of Control Purchase Date (as provided for defined below), the Debentureholders shall, in Section 4.3their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 104% of the principal amount thereof plus unpaid interest to the Maturity Date (the “Offer Price”); or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date of the Change of Control Notice is delivered to holders of Initial Debentures.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "Initial Debentures are hereby Debentures") authorized for issue immediately in the is limited to an aggregate principal amount of $75,000,000 5,000,000 at an issue price of $1,000 per Debenture (the "Issue Price") and shall be designated as “8.0"10% Convertible Unsecured Subordinated Secured Debentures", which consists of the Debentures due May 31, 2016”offered in the Offering. (b) The Initial Debentures shall be dated as of the date of the closing issue of the Offering (or such other date as the Company may request) Initial Debentures and shall mature May 31on July 26, 2016 (the “"Maturity Date” " for the Initial Debentures). (c) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 8.010% per annum (based on a year of 365 days (or 366 days in the case of a leap year))annum, payable in arrears in equal (with the exception of the first interest payment payment, which will include interest from and including the date of closing issue of the Offering Initial Debentures as set forth below, and the last interest payment, which will include interest from March 31, 2016 to July 26, 2016, if not redeemed or converted prior to the Maturity Date) semi-annual payments in arrears on May March 31 and November September 30 in each year, the first such payment to fall due on November September 30, 2011 2013 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on May 31July 26, 2016, 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- semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing issue of the Offering Initial Debentures to, but excluding November excluding, September 30, 2011, which 2013. Any payment required to be made on any day that is not a Business Day will be equal to $43.18 for each $1,000 principal amount of Initial Debentures made on the next succeeding Business Day. The record dates for the payment of interest on the Initial Debentures will be May 15 and November 15 in each year (or the first fifth Business Day prior to such date if not a Business Day)the applicable Interest Payment Date. (d) The In the event the Corporation completes an aggregate of $20,000,000 or more in any equity financing(s) between the date of issue of the Initial Debentures will be redeemable and the Maturity Date, the Corporation shall, subject to providing not less than 60 days prior notice to each then holder, redeem the Initial Debentures in whole in accordance with the terms of Article 44 at the Redemption Price equal to their principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date (such requirement to redeem being, provided that the "Mandatory Redemption"). The Redemption Notice for the Initial Debentures will not shall be redeemable before May 31, 2014, except substantially in the event form of Schedule "B". The Redemption Price, including any accrued and unpaid interest on such Initial Debentures to be redeemed, will be paid in cash. (e) The Corporation may at its option, at any time on or after two years from the date of issue of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after May 31Initial Debentures, 2014 and prior to the Maturity Date, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Company redeem in whole or in part from time to time in accordance with the terms of Article 4 the principal amount of the Initial Debentures without penalty at the Redemption Price equal to their principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. The Corporation will be required to provide the holders of the Initial 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 Initial Debentures at any time prior to the Redemption Date in accordance Section 2.4(g). The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule "B". The Redemption Price, including any accrued and unpaid interest on such Initial Debentures to be redeemed, will be paid in cash. (f) The Guarantee Liabilities will rank in priority to any other obligations of Crailar US to the extent the Guaranteed Liabilities are secured by the Security Interest constituted by the Security Documents and otherwise will be subordinated to the Senior Indebtedness of Crailar US in accordance with the provisions of Article 5. In accordance with Section 2.11, and except to the extent the Guarantee Liabilities are secured by the Security Interest, the Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation other than Senior Indebtedness. (g) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder's option, at any time prior to the close of business on the earlier of: (i) the Maturity Date of the Initial Debentures; and (ii) the Business Day immediately preceding the Redemption Date if the Initial Debentures are called for redemption by notice to the holders of Initial Debentures in accordance with Sections 2.4(d), 2.4(e) and 4.3 (the earlier of which will be the "Time of Expiry" for the purposes of Article 6 in respect of the Initial 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. To the extent a redemption is a redemption in part only of the Initial Debentures under Section 2.4(e), such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $1.25 such that approximately 800 Common Shares shall be issued for each $1,000 principal amount of Initial 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 Initial 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, that the Corporation shall not be required to make any payment of less than $5.00. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. Holders converting Debentures shall receive accrued and unpaid interest thereon from the period of the last Interest Payment Date prior to the Date of Conversion to the date that is one Business Day prior to the Date of Conversion. 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. (h) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule "A" (provided that Initial Debentures, which shall all be initially issued in the form of Definitive Debentures, shall be issued without the Global Debenture Legend), 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 Initial Debenture in accordance with Section 2.7, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial 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 Officers' Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Definitive Debentures, shall bear the U.S. Legend, and shall not be initially issued in the form of one or more Global Debentures. Any Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS (or any nominee of the Depository). No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.4(h) and Section 3.2. A Global Debenture may be exchanged for Definitive Debentures, or transferred to and registered in the name of a person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 4.33.2. The Definitive Debentures will be registered in the names of each holder thereof as provided in Section 3.1. A Definitive Debenture may be exchanged, or transferred to and registered in the name of a person other than the registered holder thereof, as provided in Section 3.2.

Form and Terms of Initial Debentures. Notwithstanding anything to the contrary contained in this Indenture, the Initial Debenture shall be subject to the following terms. (a) The first series of Debentures (the “Initial Debentures are hereby Debentures”) authorized for issue immediately in the aggregate principal amount of $75,000,000 and shall be designated as “8.010% Subordinated Unsecured Convertible Unsecured Subordinated Debentures due May 31Redeemable Debentures”, 2016shall be limited to an aggregate principal amount of up to $14,000,000 and shall mature on February 26, 2014 (“Maturity Date”). (b) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) and shall mature May 31, 2016 (the “Maturity Date” for the Initial Debentures). (c) The Initial Debentures shall bear interest from the date of the Initial Debentures at the rate of 8.0% per annum (based on a year of 365 days (or 366 days in the case of a leap year)), payable in equal (with the exception of the first interest payment which will include interest from and including the date of closing issuance at the rate of the Offering as set forth below) semi-annual 10% per annum, payable in quarterly payments in arrears on May 31 April 15, July 15, October 15 and November 30 January 15 in each year, the first such payment to fall due due, subject as hereinafter provided, on November 30April 15, 2011 2009 and the last such payment (representing interest payable from and including the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) ), subject as hereinafter provided, to fall due on May 31the Maturity Date. To the extent that any Initial Debentures are converted or redeemed as hereinafter provided, 2016, payable after as well as before maturity and after as well as before default, with such converted or redeemed Initial Debentures shall not bear interest on amounts in default at or after the same rateDebenture Exercise Date (as defined herein) or the Redemption Date (as defined herein), compounded semi- annuallyas applicable. For greater certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering February26, 2009 to, but excluding November 30April 15, 20112009, which will be equal to $43.18 13.61111 for each $1,000 principal amount of Initial Debentures The record dates for the payment of interest Debentures. Interest on the Initial Debentures will shall be May 15 computed on the basis of a 360-day year comprised of twelve 30-day months. Upon the occurrence and November 15 in each year during the continuance of an Event of Default (or as defined herein), the first Business Day prior Corporation shall be obligated to such date if not a Business Day). (d) The pay the holders of Initial Debentures will be redeemable in accordance with Debenture an interest rate that is equal to the terms of Article 4, provided that then current interest rate under the Initial Debentures will not be redeemable before May 31, 2014, except in Debenture plus five percent (5%) (the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein“Default Interest”). On and after May 31, 2014 and prior Notwithstanding anything to the Maturity Datecontrary contained in this Indenture, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Priceall references to “interest” herein shall include Default Interest, the Initial Debentures may be redeemed at the option of the Company in whole or in part from time to time on notice as provided for in Section 4.3when applicable.

Form and Terms of Initial Debentures. (a1) The Debentures (the "Initial Debentures are hereby Debentures") authorized for issue immediately in the is limited to an aggregate principal amount of up to $75,000,000 7,000,000 and shall be designated as “8.0% "Senior Unsecured Convertible Unsecured Subordinated Debentures due May 31, 2016”Debentures". (b2) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) and shall mature May 31on December 13, 2016 2018 (the “"Maturity Date” " for the Initial Debentures). (c3) The Initial Debentures shall be non-interest bearing, other than the Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 8.010.0% per annum (based on a year of 365 days (or 366 days days) in the case event that the Corporation fails to complete a Liquidity Event prior to the Maturity Date. Such interest shall become payable on the date that is the earlier of: (i) the Maturity Date; or (ii) the Change of a leap year)Control Purchase Date (the “Interest Payment Date”), payable and in equal (with the exception of the first interest payment which each case will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on May 31 and November 30 in each year, the first such payment to fall due on November 30, 2011 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on May 31, 2016, 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. For certainty, In the first interest payment will include interest accrued from and including event the date of closing of the Offering to, but excluding November 30, 2011, which will be equal to $43.18 for each $1,000 principal amount of Initial Debentures The record dates for the payment of interest on the Initial Debentures will be May 15 and November 15 in each year (or the first Business Day prior to such date if Interest Payment Date is a day that is not a Business Day payment will be made on the next succeeding Business Day). (d4) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before May 31, 2014by the Corporation, except in pursuant to the event of the satisfaction of certain conditions 90% Redemption Right after a Change of Control has occurred in accordance with Section 2.3(12). (5) The Initial Debentures will be subordinated to all existing Secured Indebtedness of the Corporation in accordance with the provisions of Article 5. The Initial Debentures will rank pari passu with all other Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue). For greater certainty, except as outlined herein. On prescribed by law, all existing and after May 31, 2014 and future unsecured indebtedness of the Corporation shall be subordinated to the Initial Debentures. (6) In the event that a Liquidity Event is not completed by the Corporation prior to the Maturity Date, and upon and subject to the provisions and conditions of Article 6 and Section 3.6, the holder of each Initial Debenture shall have the right at such holder's option, at any time after receipt of the Maturity Notice and prior to the close of business on the Business Day immediately preceding the Maturity Date of the Initial Debentures (the "Maturity Time of Expiry"), subject to the satisfaction of certain conditions set forth herein, to exercise its right to convert the Aggregate Amount of the Debentures into Common Shares at the Penalty Conversion Price, such conversion to take effect on the Business Day immediately preceding the Maturity Date. In the event that the Corporation reasonably expects that a Liquidity Event will not be completed prior to the Maturity Date, then not less than 25 days prior to the Maturity Date, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial Debentures, a notice specifying that a Liquidity Event is not expected to be completed prior to the Maturity Date, and advising the holders of their right to elect to convert the Aggregate Amount of the Debentures into Common Shares at the Penalty Conversion Price and that such conversion shall take effect on the Business Day immediately preceding the Maturity Date (the "Maturity Notice"). (7) In the event that the Initial Debentures become subject to repurchase pursuant to a Change of Control, upon and subject to the provisions and conditions of Article 6, Section 3.6 and Section 2.3(12), the holder of each Initial Debenture shall have the right at such holder's option, at any time after receipt of the Change of Control Notice and prior to not later than five Business Days prior to the Change of Control Purchase Date (the “Change of Control Time of Expiry”), subject to the satisfaction of certain conditions set forth herein, to convert the Aggregate Amount of the Initial Debentures into Common Shares at the Conversion Price. (8) In the event that a Liquidity Event is completed by the Corporation prior to the Maturity Date, and upon and subject to the provisions and conditions of Article 6, Section 3.6 and Section 2.3(9), then upon the completion of the Liquidity Event the principal amount of the Debentures shall be automatically converted by the Corporation into Common Shares at the Conversion Price. (9) In connection with the completion of a Liquidity Event: (a) In the event that the Corporation has obtained Conditional Approval and either: (i) obtained the final receipt for a non-offering prospectus such that the Corporation becomes a reporting issuer; (ii) obtained the final receipt for a prospectus qualifying an initial public offering of the Common Shares; or (iii) become a reporting issuer as a result of the completion of a transaction set forth in part (iii) of the definition of a Liquidity Event (in each case, a "Conversion Trigger"), the Corporation shall forthwith, and in any event not later than the Business Day thereafter, provide written notice to the Trustee of the occurrence of the Conversion Trigger and the date which constitutes the Automatic Conversion Date (the "Automatic Conversion Notice"). Upon receipt of the Automatic Conversion Notice, the Trustee shall give written notice, in the form to be provided by the Corporation to the Trustee, to each Debentureholder. (b) All Initial Debentures will be automatically converted into Common Shares at the Conversion Price at 5:00 p.m. (Calgary time) on the date of the Conversion Trigger (the "Automatic Conversion Date"), at which time such Common Shares will be deemed to have been issued to the former Debentureholders. Former Debentureholders must thereafter surrender their Initial Debentures to the Trustee at its principal office in the City of Calgary, Alberta, provided that Uncertificated Debentures will be deemed to have been surrendered by the holders thereof without any further action on the part of such holders. Upon the occurrence of such surrender, such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, his nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Automatic Conversion Date as the holder of the number of Common Shares into which such Initial Debenture is convertible in accordance with the provisions of this Section 2.3(9) and, as soon as practicable thereafter, the Corporation shall deliver to such Debentureholder or, subject as aforesaid, his nominee(s) or assignee(s), a Transaction Statement or certificate or certificates for such Common Shares, or deposit such Common Shares through the Depository's non-certificated system. For greater certainty, the automatic conversion set forth in this subsection 2.3(9)(b) shall take effect notwithstanding any election by a Debentureholder (or lack thereof) to convert his or her Initial Debentures into Common Shares in accordance with Section 2.3(6). (c) After the automatic conversion of an Initial Debenture as provided in this Section 2.3(9), the holder of an Initial Debenture no longer has any rights either under this Indenture or the certificate representing the Initial Debenture, other than the right to receive certificates or other evidence of ownership as provided herein representing Common Shares and the Initial Debenture is void and of no value or effect. (d) The Trustee shall record the particulars of the automatic conversion of the Initial Debentures, which include the name or names and addresses of the persons who become holders of Common Shares on conversion of the Initial Debentures pursuant to this Section 2.3(9) and the number of Common Shares issued. If requested by the Corporation, upon the automatic conversion of the Initial Debentures pursuant to this Section 2.3(9), the Trustee shall provide those particulars in writing to the Corporation. (10) 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 Section 2.3(9) or Article 6, or for interest accrued on Initial Debentures converted, if applicable. 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 at the time as of the Redemption Notice is at least 125% Date of Conversion, provided, however, the Corporation shall not be required to make any payment of less than $10.00. The Applicable Conversion PricePrice and the Common Shares or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. A Debenture in respect of which a holder has accepted a Change of Control Offer pursuant to the provisions of Section 2.3(12) may be redeemed at surrendered for conversion only if such acceptance is withdrawn in accordance with this Indenture. (11) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the option certificate of the Company Trustee endorsed thereon shall be issued in whole 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 Initial Debenture in part accordance with Section 2.5 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time time, be, approved by a resolution of the Board of Directors, or as specified in an Officer's Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Debenture Certificates or as Uncertificated Debentures, and shall bear the U.S. Legend, if applicable. (12) In connection with a Change of Control, and subject to the provisions and conditions of this Section 2.3(12): (a) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on notice as provided for in Section 4.3which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a "

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "Initial Debentures are hereby Debentures") authorized for issue immediately in the is limited to an aggregate principal amount of $75,000,000 60,000,000 and shall be designated as “8.0"7.00% Convertible Unsecured Junior Subordinated Debentures due May 31, 2016”Debentures". (b) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company Trust may request) and shall mature May December 31, 2016 2015 (the “"Maturity Date” " for the Initial Debentures). (c) The Initial Debentures shall bear interest from the date of the Initial Debentures at the rate of 8.07.00% per annum (based on a year of 365 days (or 366 days in the case of a leap year)days), payable in equal (with the exception of the first interest payment which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on May June 30 and December 31 and November 30 in each year, the first such payment to fall due on November 30December 31, 2011 2010 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on May December 31, 20162015, 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- semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding November 30December 31, 20112010, which will be equal to $43.18 42.00 for each $1,000 principal amount of Initial Debentures Debentures. The record dates for the payment of interest on the Initial Debentures will be May June 15 and November December 15 in each year (or the first Business Day prior to such date if not a Business Day). (d) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before May December 31, 20142013, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after May December 31, 2014 2013 and prior to the Maturity DateDecember 31, 2014, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Company Trust in whole or in part from time to time on notice as provided for in Section 4.3 for the Redemption Price. On and after December 31, 2014 and prior to the Maturity Date, the Initial Debentures may be redeemed at the option of the Trust in whole or in part from time to time on notice as provided for in Section 4.3

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "Initial Debentures are hereby Debentures") authorized for issue immediately in the is limited to an aggregate principal amount of $75,000,000 not more than US$50,000,000 and shall be designated as “8.0"6.5% Convertible Senior Unsecured Subordinated Debentures due May 31Dxxxxxxxxx xxx Xxxxx 00, 2016”0000". (bx) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) and shall mature May March 31, 2016 (the “"Maturity Date” " for the Initial Debentures). (c) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 8.06.5% per annum (based on a year of 365 360 days (or 366 days in the case comprised of a leap year)twelve 30 day months), payable in arrears in equal (with the exception of the first interest payment which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on May March 31 and November September 30 in each year, the first such payment to fall due on November September 30, 2011 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures or the earlier date of redemption, repayment or conversion of the Initial Debentures) to fall due on May March 31, 20162016 or the earlier date of redemption, repayment or conversion, 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- semi-annually, computed on the basis of a 360-day year composed of twelve 30-day months. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding November September 30, 2011, which will be equal to $43.18 US$33.94 for each $US$1,000 principal amount of Initial Debentures Debentures. The record dates for the payment of interest on the Initial Debentures will be May March 15 and November September 15 in each year (or the first Business Day prior to such date if not a Business Day). (d) The Initial Debentures will be redeemable in accordance with the terms of Article 4ARTICLE IV, provided that the Initial Debentures will not be redeemable before May March 31, 2014, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and or after May March 31, 2014 and prior to the Maturity Date, provided that the Current Market Price at the time of the Redemption Notice is at least not less than 125% of the Conversion PricePrice in respect of the Initial Debentures, the Initial Debentures may be redeemed at the option of the Company Corporation in whole or in part from time to time on notice as provided for in Section 4.34.3 at the Redemption Price plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule B. In connection with the redemption of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate Redemption Price of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, such number of Freely Tradable Common Shares as is obtained by dividing the aggregate Redemption Price by 95% of the Current Market Price in effect on the Redemption Date. If the Corporation elects to exercise such option, it shall so specify and provide details in the Redemption Notice. (e) The Initial Debentures will be subordinated to the Secured Indebtedness of the Corporation in accordance with the provisions of ARTICLE V. In accordance with Section 2.12, the Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other present and future unsecured indebtedness of the Corporation. (f) Upon and subject to the provisions and conditions of ARTICLE VI and Section 3.8, the holder of each Initial Debenture shall have the right at such holder's option, prior to the close of business on the earlier of: (i) the Maturity Date of the Initial Debentures; and (ii) the Business Day immediately preceding the date specified by the Corporation for redemption of the Initial Debentures by notice to the holders of Initial Debentures in accordance with Sections 2.4(d) and 4.3 (the earlier of which will be the "Time of Expiry" for the purposes of ARTICLE VI in respect of the Initial Debentures), to convert any part, being US$1,000 or an integral multiple thereof, of the principal amount of a Debenture into Freely Tradable Common Shares at the Conversion Price in effect on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. Notwithstanding the foregoing, no Initial Debentures may be converted on an Interest Payment Date or during the five Business Days preceding March 31 and September 30 each year. Article 2The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to US$2.45 per share, being a conversion rate (the "Conversion Rate") of 408.1633 Common Shares issuable for each US$1,000 principal amount of Initial Debentures so converted, subject to adjustments for fractional interests in accordance with Section 6.6. 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 VI, or for interest accrued on Initial Debentures surrendered. The Conversion Price applicable to and the Common Shares, securities or other property receivable on the conversion of the Initial Debentures is subject to adjustment pursuant to the provisions of Section 2.4(l) and Section 6.5. Article 3Holders converting their Initial 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 Initial Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date in accordance with Section 6.4(e). 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. Article 4Holders of Initial Debentures surrendered for conversion during the period from the close of business on any regular record date for the payment of interest on the Initial Debentures to the opening of business on the next succeeding Interest Payment Date will receive the semi-annual interest payable on such Initial Debentures on the corresponding Interest Payment Date notwithstanding the conversion. In the event that a holder of Debentures exercises their conversion right following a Redemption Notice by the Corporation and during the period from the close of business on any regular record date for the payment of interest on the Initial Debentures to the opening of business on the next succeeding Interest Payment Date, such holder will be entitled to receive accrued and unpaid interest, in addition to the applicable number of Common Shares to be received on conversion, for the period from the last Interest Payment Date to (but excluding) the date of conversion. Article 5The Conversion Price will not be adjusted for accrued interest. Article 6Notwithstanding 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.

Form and Terms of Initial Debentures. (a1) The first series of Debentures (the “Initial Debentures are hereby Debentures”) authorized for issue immediately in the is limited to an aggregate principal amount of $75,000,000 17,000,000 and shall be designated as “8.010.0% Subordinated Unsecured Convertible Unsecured Subordinated Debentures due May 31, 2016Debentures”. (b2) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) and shall mature on May 3114, 2016 2024 (the “Maturity Date” for the Initial Debentures). (c3) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 8.010.0% per annum (based on a year of 365 360 days (or 366 days in the case composed of a leap year)twelve 30-day months), payable in equal annual payments in arrears on December 31 in each year (with the exception of the first interest payment payment, which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on May 31 and November 30 in each year), the first such payment to fall due on November 30December 31, 2011 2021 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on May 3114, 20162024, 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. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding November 30excluding, 2011December 31, 2021, which will be equal to $43.18 37.22 for each $1,000 principal amount of Initial Debentures Debentures. Each subsequent interest payment, other than the final interest payment, will be equal to $100 for each $1,000 principal amount of Initial Debentures. 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 dates date for the payment of interest on the Initial Debentures will be May 15 and November 15 in each year (or the first that date which is five Business Day Days prior to such date if not a Business Day)each Interest Payment Date. (d4) The Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation. (5) Upon and subject to the provisions and conditions of Article 6 and Section 3.6, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earliest of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; (the “Time of Expiry” for the purposes of Article 6 in respect of the Initial 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 Initial Debentures may be redeemable converted on an Interest Payment Date or during the five Business Days preceding each Interest Payment Date. (6) The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $0.36 such that approximately 2,777 Common Shares shall be issued for each $1,000 principal amount of Initial 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 the terms of Article 46, provided that the or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will not be redeemable before May 31issued, 2014, except in and the event number of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after May 31, 2014 and prior Common Shares so issuable will be rounded down to the Maturity Datenearest whole number. The Conversion Price applicable to, provided that and the Current Market Price at Common Shares, securities or other property receivable on the time of the Redemption Notice is at least 125% of the Conversion Priceconversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.4. Holders converting their Initial 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 Initial Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date. The Conversion Price will not be adjusted for accrued interest. (7) 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. (8) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial 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 redeemed at 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 option Board of Directors executing such Initial Debenture in accordance with Section 2.7 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Company Trustee shall approve. ​ Notwithstanding the foregoing, an Initial Debenture may be in whole such other form or in part forms as may, from time to time on notice time, be, approved by a resolution of the Board of Directors, or as specified in an Officer’s Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. (9) The Initial Debentures shall be issued in the form of one or more Debenture Certificates, which shall bear the U.S. Legend, if applicable, and as Uncertificated Debentures including by way of issuance under the DRS. (10) The Trustee shall be provided for with the documents and instruments referred to in Section 4.3Sections 2.5(b), 2.5(c) and 2.5(d) with respect to the Initial Debentures prior to the issuance of the Initial Debentures.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "Initial Debentures are hereby Debentures") authorized for issue immediately in the is limited to an aggregate principal amount of $75,000,000 5,000,000 at an issue price of $1,000 per Debenture (the "Issue Price") and shall be designated as “8.0"10% Convertible Unsecured Subordinated Secured Debentures", which consists of the Debentures due May 31, 2016”offered in the Offering. (b) The Initial Debentures shall be dated as of the date of the closing issue of the Offering (or such other date as the Company may request) Initial Debentures and shall mature May 31on July 26, 2016 (the “"Maturity Date” " for the Initial Debentures). (c) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 8.010% per annum (based on a year of 365 days (or 366 days in the case of a leap year))annum, payable in arrears in equal (with the exception of the first interest payment payment, which will include interest from and including the date of closing issue of the Offering Initial Debentures as set forth below, and the last interest payment, which will include interest from March 31, 2016 to July 26, 2016, if not redeemed or converted prior to the Maturity Date) semi-annual payments in arrears on May March 31 and November September 30 in each year, the first such payment to fall due on November September 30, 2011 2013 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on May 31July 26, 2016, 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- semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing issue of the Offering Initial Debentures to, but excluding November excluding, September 30, 2011, which 2013. Any payment required to be made on any day that is not a Business Day will be equal to $43.18 for each $1,000 principal amount of Initial Debentures made on the next succeeding Business Day. The record dates for the payment of interest on the Initial Debentures will be May 15 and November 15 in each year (or the first fifth Business Day prior to such date if not a Business Day)the applicable Interest Payment Date. (d) The In the event the Corporation completes an aggregate of $20,000,000 or more in any equity financing(s) between the date of issue of the Initial Debentures will be redeemable and the Maturity Date, the Corporation shall, subject to providing not less than 60 days prior notice to each then holder, redeem the Initial Debentures in whole in accordance with the terms of Article 44 at the Redemption Price equal to their principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date (such requirement to redeem being, provided that the "Mandatory Redemption"). The Redemption Notice for the Initial Debentures will not shall be redeemable before May 31, 2014, except substantially in the event form of Schedule "B". The Redemption Price, including any accrued and unpaid interest on such Initial Debentures to be redeemed, will be paid in cash. (e) The Corporation may at its option, at any time on or after two years from the date of issue of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after May 31Initial Debentures, 2014 and prior to the Maturity Date, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Company redeem in whole or in part from time to time in accordance with the terms of Article 4 the principal amount of the Initial Debentures without penalty at the Redemption Price equal to their principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. The Corporation will be required to provide the holders of the Initial 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 Initial Debentures at any time prior to the Redemption Date in accordance Section 2.4(g). The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule "B". The Redemption Price, including any accrued and unpaid interest on such Initial Debentures to be redeemed, will be paid in cash. (f) The Guarantee Liabilities will rank in priority to any other obligations of Crailar US to the extent the Guaranteed Liabilities are secured by the Security Interest constituted by the Security Documents and otherwise will be subordinated to the Senior Indebtedness of Crailar US in accordance with the provisions of Article 5. In accordance with Section 2.11, and except to the extent the Guarantee Liabilities are secured by the Security Interest, the Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation other than Senior Indebtedness. (g) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder's option, at any time prior to the close of business on the earlier of: (i) the Maturity Date of the Initial Debentures; and (ii) the Business Day immediately preceding the Redemption Date if the Initial Debentures are called for redemption by notice to the holders of Initial Debentures in accordance with Sections 2.4(d), 2.4(e) and 4.3 (the earlier of which will be the "Time of Expiry" for the purposes of Article 6 in respect of the Initial 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. To the extent a redemption is a redemption in part only of the Initial Debentures under Section 2.4(e), such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $2.00 such that approximately 500 Common Shares shall be issued for each $1,000 principal amount of Initial 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 Initial 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, that the Corporation shall not be required to make any payment of less than $5.00. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. Holders converting Debentures shall receive accrued and unpaid interest thereon from the period of the last Interest Payment Date prior to the Date of Conversion to the date that is one Business Day prior to the Date of Conversion. 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. (h) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule "A" (provided that Initial Debentures, which shall all be initially issued in the form of Definitive Debentures, shall be issued without the Global Debenture Legend), 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 Initial Debenture in accordance with Section 2.7, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial 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 Officers' Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Definitive Debentures, shall bear the U.S. Legend, and shall not be initially issued in the form of one or more Global Debentures. Any Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS (or any nominee of the Depository). No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.4(h) and Section 3.2. A Global Debenture may be exchanged for Definitive Debentures, or transferred to and registered in the name of a person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 4.33.2. The Definitive Debentures will be registered in the names of each holder thereof as provided in Section 3.1. A Definitive Debenture may be exchanged, or transferred to and registered in the name of a person other than the registered holder thereof, as provided in Section 3.2.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the “Initial Debentures are hereby Debentures”) authorized for issue immediately in the is limited to an aggregate principal amount of $75,000,000 up to US$230,000,000 and shall be designated as “8.05.00% Convertible Unsecured Subordinated Debentures due May 31, 2016Debentures”. (b) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) and shall mature May on December 31, 2016 2017 (the “Maturity Date” for the Initial Debentures). (c) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 8.05.00% per annum (based on a year of 365 360 days (or 366 days in the case comprised of a leap year)twelve 30-day months), payable in equal (with the exception of the first interest payment payment, which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on May June 30 and December 31 and November 30 in each year, the first such payment to fall due on November 30December 31, 2011 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on May December 31, 20162017, 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- semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding November 30excluding, December 31, 2011, which will be equal to $43.18 US$29.03 for each $US$1,000 principal amount of Initial Debentures Debentures. 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 dates for the payment of interest on the Initial Debentures will be May June 15 and November December 15 in each year (or the first Business Day prior to such date if not a Business Day). (d) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before May December 31, 2014, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after May January 1, 2015 and at any time prior to December 31, 2014 and prior to the Maturity Date2016, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Company Corporation in whole or in part from time to time on notice as provided for in Section 4.34.3 at a Redemption Price equal to their principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. On or after January 1, 2017 and at any time prior to the Maturity Date, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption Price equal to the principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. In connection with the redemption of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate Redemption Price of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, such number of Freely Tradeable Common Shares as is obtained by dividing the aggregate Redemption Price by 95% of the Current Market Price in effect on the Redemption Date. If the Corporation elects to exercise such option, it shall so specify and provide details in the Redemption Notice. (e) The Initial Debentures will be subordinated to all existing and future Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.12, the Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation other than Senior Indebtedness. (f) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; (ii) if the Initial Debentures are called for redemption, on the Business Day immediately preceding the date specified by the Corporation for redemption of the Initial Debentures; or (iii) if subject to repurchase pursuant to a Change of Control, on the Business Day immediately preceding the payment date, subject to the satisfaction of certain conditions, by notice to the holders of Initial Debentures in accordance with Sections 2.4(d) and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being US$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. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to US$13.80 such that approximately 72.4637 Common Shares shall be issued for each US$1,000 principal amount of Initial 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 Initial 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. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 2.4(k) and Section 6.5. Holders converting their Initial 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 Initial Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date in accordance with Section 6.4(e). For clarity, payment of such interest, whether in cash or by delivery of Freely Tradeable Common Shares pursuant to the exercise of the Common Share Interest Payment Election, may, at the option of the Corporation, be paid on the next regularly scheduled Interest Payment Date following the Date of Conversion. Holders of Initial Debentures surrendered for conversion during the period from the close of business on any regular record date for the payment of interest on the Initial Debentures to the opening of business on the next succeeding Interest Payment Date will receive the semi-annual interest payable on such Initial Debentures on the corresponding Interest Payment Date notwithstanding the conversion. For greater certainty, such obligation will constitute a continuation of the obligation to pay accrued interest thereon, and not the satisfaction of the obligation to pay such accrued interest by the issuance of a new obligation. The Conversion Price will not be adjusted for accrued interest. 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. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 2.4(j) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (g) On redemption or maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and Section 4.10, as applicable, and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures due on redemption or maturity, by issuing and delivering to such holders of Initial Debentures Freely Tradeable Common Shares pursuant to the provisions of Sections 4.6 and 4.10, as applicable. If the Corporation elects to exercise such option, it shall provide details in the Redemption Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule “C” and provide the necessary details. (h) The Initial Debentures shall be issued in denominations of US$1,000 and integral multiples of US$1,000. Each Initial 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 Initial Debenture in accordance with Section 2.7 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial 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 Officers’ Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued as one or more Global Debentures and the Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Depository). No beneficial holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.4(h) and Section 3.2. A Global Debenture may be exchanged for Debentures in registered form that are not Global Debentures, or transferred to and registered in the name of a person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 3.2. (i) Upon and subject to the provisions of Article 10, the Corporation may elect, from time to time, to satisfy its Interest Obligation on the Initial Debentures on any Interest Payment Date (including, for greater certainty, following conversion or upon maturity or redemption) by delivering: (i) cash, (ii) Freely Tradeable Common Shares; or (iii) a combination of (i) and (ii) to the Trustee pursuant to the Common Share Interest Payment Election. (j) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4(j), the Corporation shall be obligated to offer to purchase all of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (the “Change of Control Purchase Offer”) to purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Initial Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation at a price per Initial Debenture equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Initial Debentures up to, but excluding, the Change of Control Purchase Date

Form and Terms of Initial Debentures. (a) The first series of Debentures (the “Initial Debentures are hereby Debentures”) authorized for issue immediately in the is limited to an aggregate principal amount of up to $75,000,000 25,000,000 and shall be designated as “8.09.0% Convertible Unsecured Subordinated Debentures due May 31, 2016Debentures”. (b) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) and shall mature on May 31, 2016 2017 (the “Maturity Date” for the Initial Debentures). (c) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 8.09.0% per annum (based on a year of 365 360 days (or 366 days in the case comprised of a leap year)twelve 30 day months), payable in equal (with the exception of the first interest payment payment, which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on May 31 and November 30 in each year, the first such payment to fall due on November 30, 2011 2012 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on May 31, 20162017, 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- semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding excluding, November 30, 20112012, which will be equal to $43.18 45.25 for each $1,000 principal amount of Initial Debentures Debentures. 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 dates for the payment of interest on the Initial Debentures will be May 15 and November 15 in each year (or the first Business Day prior to such date if not a Business Day). (d) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before May 31, 20142015, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after May 31June 1, 2014 2015 and at any time prior to the Maturity Date, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Company Corporation in whole or in part from time to time on notice as provided for in Section 4.34.3 at the Redemption Price. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. In connection with the redemption of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, such number of Freely Tradeable Common Shares as is obtained by dividing the aggregate principal amount of the Initial Debentures to be redeemed by 95% of the Current Market Price in effect on the Redemption Date. If the Corporation elects to exercise such option, it shall so specify and provide details in the Redemption Notice. (e) The Initial Debentures will be subordinated to all existing and future Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.12, the Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation other than Senior Indebtedness. (f) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; (ii) if the Initial Debentures are called for redemption, on the Business Day immediately preceding the date specified by the Corporation for redemption of the Initial Debentures; or (iii) if subject to repurchase pursuant to a Change of Control, on the Business Day immediately preceding the payment date, subject to the satisfaction of certain conditions, by notice to the holders of Initial Debentures in accordance with Sections 2.4(d) and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial 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. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $8.55 such that approximately 117 Common Shares shall be issued for each $1,000 principal amount of Initial 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 Initial 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. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 2.4(j) and Section 6.5. Holders converting their Initial 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 Initial Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date in accordance with Section 6.4(e). 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. Holders of Initial Debentures surrendered for conversion during the period from the close of business on any regular record date for the payment of interest on the Initial Debentures to the opening of business on the next succeeding Interest Payment Date will receive the semi-annual interest payable on such Initial Debentures on the corresponding Interest Payment Date notwithstanding the conversion. In the event that a holder of Debentures exercises their conversion right following a Redemption Notice by the Corporation, such holder will be entitled to receive accrued and unpaid interest, in addition to the applicable number of Common Shares to be received on conversion, for the period from the last Interest Payment Date to (but excluding) the Date of Conversion. The Conversion Price will not be adjusted for accrued interest. 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. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 2.4(i) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (g) On redemption or maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and Section 4.10, as applicable, and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures due on redemption or maturity by issuing and delivering to such holders of Initial Debentures Freely Tradeable Common Shares pursuant to the provisions of Sections 4.6 and 4.10, as applicable. If the Corporation elects to exercise such option, it shall provide details in the Redemption Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule “C” and provide the necessary details. (h) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial 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 Initial Debenture in accordance with Section 2.7 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial 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 Officers’ Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued as one or more Global Debentures and the Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Depository). No beneficial holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.4(h) and Section 3.2. A Global Debenture may be exchanged for Debentures in registered form that are not Global Debentures, or transferred to and registered in the name of a person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 3.2. (i) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4(i), the Corporation shall be obligated to offer to purchase all of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (the “Change of Control Purchase Offer”) to purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Initial Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation at a price per Initial Debenture equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Initial Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”). If such Change of Control Purchase Date is after a record date for the payment of interest on the Initial Debentures but on or prior to an Interest Payment Date, then the interest payable on such date will be paid to the holder of record of the Debentures on the relevant record date. The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date that the Change of Control Notice and Change of Control Purchase Offer are delivered to holders of Initial Debentures.

Form and Terms of Initial Debentures. ‌ (a1) The first series of Debentures (the “Initial Debentures are hereby Debentures”) authorized for issue immediately in the is limited to an aggregate principal amount of $75,000,000 20,000,000 and shall be designated as “8.0% Senior Unsecured Convertible Unsecured Subordinated Debentures due May 31, 2016Debentures”. (b2) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) and shall mature May 31on February 28, 2016 2019 (the “Maturity Date” for the Initial Debentures). (c3) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 8.0% per annum (based on a year of 365 360 days (or 366 days in the case composed of a leap year)twelve 30-day months), payable in equal semi-annual payments in arrears on the last day of February and August in each year (with the exception of the first interest payment payment, which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on May 31 and November 30 in each year), the first such payment to fall due on November 30August 31, 2011 2017 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on May 31February 28, 20162019, 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- semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding November 30excluding, 2011August 31, 2017, which will be equal to $43.18 0.2222 for each $1,000 principal amount of Initial Debentures Debentures. 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 dates date for the payment of interest on the Initial Debentures will be May 15 and November 15 in each year that date which is five (or the first 5) Business Day Days prior to such date if not a Business Day)each Interest Payment Date. (d4) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before May 31February 28, 20142018, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined provided herein. On and after May 31February 28, 2014 2018 and at any time prior to the Maturity Date, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Company Corporation in whole or in part from time to time time, on notice as provided for in Section 4.3Section

Form and Terms of Initial Debentures. (a) The first series of Debentures (the “Initial Debentures are hereby Debentures”) authorized for issue immediately in the is limited to an aggregate principal amount of up to $75,000,000 82,500,000 and shall be designated as “8.05.75% Convertible Unsecured Subordinated Debentures due May 31, 2016Debentures”. (b) The Initial Debentures shall be dated as of the date of the closing issue of the Offering (or such other date as the Company may request) Initial Debentures and shall mature May 31on June 30, 2016 (the “Maturity Date” for the Initial Debentures). (c) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 8.05.75% per annum (based on a year of 365 days (or 366 and the actual number of days in the case of a leap year)relevant interest period), payable in arrears in equal (with the exception of the first interest payment payment, which will include interest from and including the date of closing issue of the Offering Initial Debentures as set forth below) semi-annual payments in arrears on May June 30 and December 31 and November 30 in each year, the first such payment to fall due on November 30December 31, 2011 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on May 31June 30, 2016, 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- semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing issue of the Offering Initial Debentures to, but excluding November 30excluding, December 31, 2011, which will be equal to $43.18 32.29 for each $1,000 principal amount of Initial Debentures Debentures. 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 dates for the payment of interest on the Initial Debentures will be May June 15 and November December 15 in each year (or the first Business Day prior to such date if not a Business Day). (d) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before May 31June 30, 2014, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after May 31June 30, 2014 and at any time prior to the Maturity Date, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Company Corporation in whole or in part from time to time on notice as provided for in Section 4.34.3 at a Redemption Price equal to their principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. In connection with the redemption of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate Redemption Price of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, such number of Freely Tradeable Common Shares as is obtained by dividing the aggregate Redemption Price by 95% of the Current Market Price in effect on the Redemption Date. If the Corporation elects to exercise such option, it shall so specify and provide details in the Redemption Notice. (e) The Initial Debentures will be subordinated to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.12, the Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation other than Senior Indebtedness. (f) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; (ii) if the Initial Debentures are called for redemption, on the Business Day immediately preceding the date specified by the Corporation for redemption of the Initial Debentures; or (iii) if subject to repurchase pursuant to a Change of Control, on the Business Day immediately preceding the payment date, subject to the satisfaction of certain conditions, by notice to the holders of Initial Debentures in accordance with Sections 2.4(d) and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial 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. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $3.36 such that approximately 297.6190 Common Shares shall be issued for each $1,000 principal amount of Initial 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 Initial 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. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 2.4(k) and Section 6.5. The Conversion Price will not be adjusted for accrued interest, and holders converting Debentures shall not receive accrued and unpaid interest on such Debentures to the Date of Conversion. 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. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 2.4(j) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (g) On redemption or maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and Section 4.10, as applicable, and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures due on redemption or maturity, together with all accrued but unpaid interest thereon, by issuing and delivering to such holders of Initial Debentures Freely Tradeable Common Shares pursuant to the provisions of Sections 4.6 and 4.10, as applicable. If the Corporation elects to exercise such option, it shall provide details in the Redemption Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule “C” and provide the necessary details. (h) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule “A” (provided that Initial Debentures issued in the form of Definitive Debentures shall be issued without the Global Note Legends and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto), 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 Initial Debenture in accordance with Section 2.7, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial 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 Officers’ Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Global Debentures and one or more Definitive Debentures at the option of the Issuer. The Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Depository). No beneficial holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.4(h) and Section 3.2. A Global Debenture may be exchanged for Definitive Debentures, or transferred to and registered in the name of a person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 3.2. The Definitive Debentures will be registered in the names of each holders thereof as provided in Section 3.1. A Definitive Debenture may be exchanged, or transferred to and registered in the name of a person other than the registered holder thereof, as provided in Section 3.2. (i) Upon and subject to the provisions of Article 10, the Corporation may elect, from time to time, to satisfy its Interest Obligation on the Initial Debentures on any Interest Payment Date (including, for greater certainty, following conversion or upon maturity or redemption) by delivering: (i) cash, (ii) Freely Tradeable Common Shares; or (iii) a combination of (i) and (ii) to the Trustee pursuant to the Common Share Interest Payment Election. (j) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4(j), the Corporation shall be obligated to offer to purchase all of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (the “Change of Control Purchase Offer”) to purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Initial Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation at a price per Initial Debenture equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Initial Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”). If such Change of Control Purchase Date is after a record date for the payment of interest on the Initial Debentures but on or prior to an Interest Payment Date, then the interest payable on such date will be paid to the holder of record of the Debentures on the relevant record date. The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date that the Change of Control Notice and Change of Control Purchase Offer are delivered to holders of Initial Debentures.

Form and Terms of Initial Debentures. (a1) The first series of Debentures (the “Initial Debentures are hereby Debentures”) authorized for issue immediately in the is limited to an aggregate principal amount of up to $75,000,000 25,000,000 and shall be designated as “8.012.00% Convertible Unsecured Subordinated Debentures due May 31, 2016Secured Debentures”. (b2) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) and shall mature May 31on February 28, 2016 2024 (the “Maturity Date” for the Initial Debentures). (c3) The Initial Debentures shall shall: (i) continue to bear interest from the date of the Initial Debentures issue at the rate of 8.08.00% per annum to but excluding February 28, 2021; and (based on a year of 365 days (or 366 days in the case of a leap year)), payable in equal (with the exception of the first interest payment which will include ii) thereafter bear interest from and including February 28, 2021 at the date rate of closing of the Offering as set forth below) 12.00% per annum payable in equal semi-annual payments in arrears on May December 31 and November June 30 in each year, . The final payment of interest at the first such payment to rate of 8.00% per annum will fall due on November December 31 , 2020, which payment will include interest from and including June 30 , 2020 up to, but not including December 31, 2020 at the rate of 8.00% per annum. The f irst payment of interest at the rate of 12.00% per annum will fall due on June 30, 2011 2021, representing accrued interest for the period from January 1, 2021 up to but not including February 28 , 2021 at a rate of 8.00% per annum and the from February 28, 2021 to June 30, 2021 at 12.00% per annum. The last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to will fall due on May 31February 28, 20162024, 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. For certainty, the first interest Any payment will include interest accrued from and including the date of closing of the Offering to, but excluding November 30, 2011, which required to be made on any day that is not a Business Day will be equal to $43.18 for each $1,000 principal amount of Initial Debentures made on the next succeeding Business Day. The record dates date for the payment of interest on the Initial Debentures will be May 15 and November 15 in each year (or the first last Business Day prior to such date if not a Business Day)of the month preceding the month of the applicable Interest Payment Date. (d4) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before May 31September 28, 20142019, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined provided herein. On and after May 31September 28, 2014 2019 and at any time prior to the Maturity Date, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Company Corporation in whole or in part from time to time on notice as provided for in Section 4.34.3 at the applicable Redemption Price. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule G. (5) The Initial Debentures will be direct secured obligations of the Corporation in accordance with the provisions of Article 5. The Initial Debentures will rank pari passu in right of payment of principal and interest with all other Debentures issued under the Offering or under indentures supplemental to the Indenture (regardless of their actual date or terms of issue). (6) The Initial Debentures are convertible in accordance with the terms of Article 6 . The Debentureholder shall have the right at its option to convert, any part, being $ 1 ,000 or an integral multiple thereof, of the principal amount of a Debenture into Subordinate Voting Shares at the Conversion Price and up to the Maximum Conversion Amount. The Conversion Notice for the Initial Debentures shall be substantially in the form of Schedule B. (7) A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Option pursuant to the provisions of (7) may be surrendered for repurchase or conversion only if such notice is withdrawn in accordance with this Indenture. (8) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial 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 Initial Debenture in accordance with Section 2.8 of the Indenture, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other f orm 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 Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one f orm and partly in another. The Initial Debentures shall be issued in the form of one or more Debenture Certif icates and as Uncertificated Debentures. Notwithstanding the foregoing, Initial Debentures issued to U.S. Purchasers (other than Qualified Institutional Buyers that have delivered to the Corporation a Qualified Institutional Buyer Letter) shall be issued only as Debenture Certificates. (9) Upon the occurrence of a Change of Control, and subject to the provisions and conditions of this subsection 2.5(8), the Corporation shall be obligated to offer to purchase or convert all of the outstanding Initial Debentures on the following terms and conditions: (a) Not less than 5 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”). Prior to the Change of Control Purchase Date (as defined below), the Debentureholders shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 100% of the principal amount thereof plus accrued and unpaid interest (the “Offer Price”); or (ii) if the Change of Control results in a new issuer, convert the Debentures into replacement notes of the new issuer in the aggregate principal amount of 101% of the aggregate principal amount of the Debentures held by the electing holder, with such adjustments as are required to make the replacement notes otherwise economically equivalent to the Debentures, but otherwise on the terms of the Debentures (the “Change of Control Offer”). The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date of the Change of Control Notice is delivered to holders of Initial Debentures.