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

Form and Terms of Initial Debentures. (a) The first series of Debentures (the “Initial Debentures”) authorized for issue immediately is limited to an aggregate principal amount of $15,000,000 and shall be designated as “10% Convertible Senior Secured Debentures”. (b) The Initial Debentures shall be dated as of the Closing Date and shall mature May 31, 2020, the “Maturity Date” for the Initial Debentures. (c) The Initial Debentures shall bear interest from and including Closing Date at the rate of 10% per annum (based on a year of 365 days), payable in arrears in semi-annual payments (with the exception of the first interest payment which will include interest from and including the Closing Date) on May 31 and November 30 of each year, the first such payment to fall due on November 30, 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 or the earlier date of prepayment, repurchase or conversion of the Initial Debentures) to fall due on May 31, 2020 or an earlier date of prepayment, repurchase 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-annually, computed on the basis of a 365 day year. Each payment of interest on the Initial Debentures will include interest accrued for the period commencing on and including the immediately preceding Interest Payment Date (or, if none, the initial issuance date of the Initial Debentures) to but excluding the next following Interest Payment Date (or prepayment, repurchase or conversion date, as the case may be). For certainty, the initial interest payment will include interest accrued from and including the Closing Date, to, but excluding November 30, 2017, which will be equal to $48.49 for each $1,000 principal amount of Initial Debentures. The record dates for the payment of interest on the Initial Debentures will be the close of business on the sixth Business Day prior to each Interest Payment Date. (d) Upon and subject to the terms and conditions of this Indenture, including Article 4, the principal amount of each Initial Debenture will be convertible into Freely Tradable Shares, at the option of the Debentureholder, at any time prior to the earlier of the close of business on the Business Day immediately preceding: (i) the Maturity Date of the Initial Debentures; (ii) if the Initial Debentures are called for prepayment, the date specified by the Corporation for prepayment of the Initial Debentures; (iii) if the Initial Debentures are called for Early Conversion, the date specified by the Corporation for Early Conversion of the Initial Debentures; or (iv) if subject to repurchase pursuant to a Change of Control, the date specified by the Corporation for repurchase (the earlier of which will be the “Time of Expiry” for the purposes of Section 2.4(d) and Article 4 in respect of the Initial Debentures) at a price per Freely Tradable Share equal to the Conversion Price, initially being a conversion rate of 200 Freely Tradable Shares per $1,000 principal amount of Debentures, subject to a minimum conversion amount of $5,000 and subject to adjustments for fractional interests in accordance with Section 4.4. Upon a voluntary conversion by a Debentureholder, the Corporation may offer and such Debentureholder (in the Debentureholder’s discretion) may agree to the delivery of cash for all or a portion of the Initial Debentures converted in lieu of Freely Tradable Shares in accordance with Section 4.12. Debentureholders converting their Debentures will be entitled to receive, in addition to the applicable number of Freely Tradable Shares (or cash in lieu), accrued and unpaid interest (less any taxes required to be deducted in accordance with Section 2.15) on such Debentures, payable at the option of the Corporation in cash or Freely Tradable Shares in accordance with Section 2.14(b)(ii) in respect thereof for the period from the last Interest Payment Date (or the Closing Date if there has not yet been an Interest Payment Date) up to, but excluding, the Date of Conversion. The Conversion Notice for the Initial Debentures shall be substantially in the form of Schedule B. To the extent a conversion is a conversion in part only of the Initial Debentures as contemplated by Section 4.2, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not converted and be applicable to the next succeeding Time of Expiry. Notwithstanding any other provision of this Indenture, in the event that a Debentureholder exercises its conversion rights contemplated by this Section 2.4(d) and Article 4 less than five Business Days in advance of the Time of Expiry, the Trustee and the Corporation shall use their respective commercially reasonable efforts to deliver cash and/or Freely Tradable Shares, as the case may be, to such Debentureholder as soon as reasonably practicable following receipt of the Conversion Notice. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Offer pursuant to the provisions of Section 2.4(h) may be surrendered for conversion only upon the withdrawal of such notice in accordance with this Indenture. (e) Upon and subject to the terms and conditions of this Indenture, including Article 5 and the Subordination Agreement, prior to the Maturity Date at any time that the 20-day VWAP on the TSX exceeds 115% of the Conversion Price and provided that no Event of Default has occurred and is continuing and subject to the satisfaction or waiver of the conditions of Section 5.6, on not more than 60 days’ but not less than 30 days’ prior written notice to Debentureholders as provided for in Section 5.3 (the “Early Conversion”), the Corporation shall be entitled to convert Debentures in whole or in part, including any accrued but unpaid interest, into Freely Tradable Shares at the Conversion Price; provided however, if the conversion is to occur within 12 months after the Closing Date, then the Conversion Price will be reduced to $4.25 per Share (subject to adjustment in accordance with Section 4.4) (the “Early Conversion Price”), and Debentureholders whose Debentures are being so converted will be entitled to receive the interest that would have accrued during the 12-month period from the Closing Date in accordance with the terms of the Debenture (less any taxes required to be deducted in accordance with Section 2.15). The Early Conversion Notice for the Initial Debentures shall be substantially in the form of Schedule C. If, prior to the delivery of a conversion notice by the Corporation, a Debentureholder has elected to convert its Debentures in whole or in part, then the Corporation’s conversion notice will be deemed to be void, but without prejudice to the Corporation’s right to deliver further notice of intention to convert any or all of such Debentureholder’s Debentures remaining outstanding. Early conversion is subject to a minimum conversion amount of $5,000. If regulatory approval to pay interest in Freely Tradable Shares on an early conversion is not obtained, subject to the Subordination Agreement, such interest will be paid in cash. (f) Upon and subject to the terms and conditions of this Indenture, including Article 6, and the Subordination Agreement and subject to regulatory approval and provided that no Event of Default has occurred and is continuing, any time after 12 months from the Closing Date and at any time prior to the Maturity Date, with not less than 30 days’ prior written notice to Debentureholders, the Corporation shall be entitled to prepay the principal amount of the Debentures in whole or in part, plus accrued interest thereon (less any taxes required to be deducted in accordance with Section 2.15), in cash (the “Prepayment Price”), provided however, that if the Prepayment Date occurs: (i) within 24 months of the Closing Date, then Debentureholders whose Debentures are being so prepaid will be entitled to receive (1) an additional payment in the amount of 5% of the Prepayment Price and (2) the interest that would have accrued from the Prepayment Date to, but excluding, the day that is 24 months from the Closing Date; or (ii) after 24 months of the Closing Date but prior to the Maturity Date, then Debentureholders whose Debentures are being so prepaid will be entitled to receive the interest that would have accrued from the Prepayment Date to, but excluding, the Maturity Date in accordance with Section 6.5. The Prepayment Notice for the Initial Debentures shall be substantially in the form of Schedule D. Notwithstanding any other terms herein, if such Prepayment Date is after a record date for the payment of interest on the Initial Debentures but prior to an Interest Payment Date, then the interest payable on such Interest Payment Date will be paid to the holder of record of the Debentures as of the relevant record date as if there had been no prepayment as of the relevant record date. (g) Upon and subject to the terms and conditions of this Indenture, including Article 8, the Corporation will on the Maturity Date repay the indebtedness represented by the Initial Debentures by paying to the Debenture Trustee in lawful money of Canada an amount equal to the principal amount of the outstanding Initial Debentures which have matured together with accrued and unpaid interest thereon. Subject to regulatory approval and provided that no Event of Default has occurred and is continuing on maturity of the Initial Debentures, the Corporation may, at its option, on not more than 60 days’ and not less than 30 days’ prior notice, elect to satisfy its obligation to pay the principal amount of the Debentures which have matured together with accrued and unpaid interest by issuing Freely Tradable Shares to such Debentureholders (less any taxes required to be deducted in accordance with Section 2.15). If the Corporation elects to exercise such option, it shall provide details in the Conversion Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule E and provide the necessary details. The number of Freely Tradable Shares to be issued will be determined by dividing the aggregate principal amount of the outstanding Debentures which have matured together with accrued and unpaid interest by the Maturity Date VWAP. No fractional Freely Tradable Shares will be issued on maturity but in lieu thereof the Corporation shall satisfy fractional interests by a cash payment equal to the Current Market Price of any fractional interest. (h) Subject to the Subordination Agreement, not less than 30 days prior to the consummation of a Change of Control, and subject to the provisions and conditions of this Section 2.4(h), the Corporation shall be obligated to offer to purchase all of the Initial Debentures then outstanding, subject to the exercise of conversion right of holders as set forth below. The terms and conditions of such obligation are set forth below: (i) Not less than 30 days prior to the consummation 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 a Change of Control may occur and specifying the date on which such Change of Control is then expected to occur 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 Offer”) to: (A) purchase, on the Change of Control Purchase Date, all of the Initial Debentures then outstanding from the holders thereof at a price per Initial Debenture equal to 101% of the principal amount thereof (the “Offer Price”) plus unpaid interest (less any taxes required to be deducted in accordance with Section 2.15) on such Initial Debentures up to, but excluding, the Maturity Date (collectively, the “Total Offer Price”); or (B) convert, on the Change of Control Purchase Date, the Initial Debentures at the Conversion Price; provided, however, that if the Change of Control Notice is delivered to the Debentureholder on or before the date that is 12 months from the Closing Date, then the Conversion Price shall be deemed to be $4.25 per Share (subject to adjustment as set forth herein) such that 235.294 Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted, subject to adjustments for fractional interests in accordance with Section 4.5. (ii) 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 Offer shall specify the date and time on which such offer shall expire. The “Change of Control Purchase Date” shall be the date that is on or immediately prior to the then expected closing date of the Change of Control and as confirmed in writing by the Corporation. On written confirmation from the Corporation, the Trustee will promptly thereafter deliver, by prepaid courier or mail, the Change of Control Offer to the holders of all Initial Debentures then outstanding, at their addresses appearing in the registers of holders of Initial Debentures maintained by the Trustee.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the “Initial Debentures”) authorized for issue immediately is limited to an aggregate principal amount of $15,000,000 at an issue price of $1,000 per Debenture (the “Issue Price”) and shall be designated as “1012% Convertible Senior Secured Unsecured Subordinated Debentures”. (b) The Initial Debentures shall be dated as of the Closing Date date of issue of the Initial Debentures and shall mature May have a Maturity Date of December 31, 2020, the “Maturity Date” for the Initial Debentures2024. (c) The Initial Debentures shall bear interest from and including Closing Date the date of issue at the rate of 1012% per annum (based on a year of 365 days)annum, payable in arrears in semi-annual payments equal (with the exception of the first interest payment payment, which will include interest from and including the Closing Datedate of issue of the Initial Debentures as set forth below) quarterly payments in arrears on May March 31, June 30, September 30 and December 31 and November 30 of in each year, the first such payment to fall due on November 30March 31, 2017 2022 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 prepayment, repurchase or conversion of the Initial Debentures) to fall due on May December 31, 2020 or an earlier date of prepayment, repurchase or conversion2024, 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, computed on the basis of a 365 day year. Each payment of interest on the Initial Debentures will include interest accrued for the period commencing on and including the immediately preceding Interest Payment Date (or, if none, the initial issuance date of the Initial Debentures) to but excluding the next following Interest Payment Date (or prepayment, repurchase or conversion date, as the case may be)quarterly. For certainty, the initial first interest payment will include interest accrued from and including the Closing Date, date of issue of the Initial Debentures to, but excluding November 30excluding, 2017March 31, which 2022. Any payment required to be made on any day that is not a Business Day will be equal to $48.49 for each $1,000 principal amount of Initial Debenturesmade on the next succeeding Business Day. The record dates for the payment of interest on the Initial Debentures will be the close of business on the sixth fifth Business Day prior to each the applicable Interest Payment Date. (d) 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), the IQ Debentures and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation other than Senior Indebtedness. (e) Upon and subject to the terms provisions and conditions of this Indenture, including Article 46 and Section 3.6, the principal amount holder of each Initial Debenture will be convertible into Freely Tradable Shares, shall have the right at the option of the Debentureholdersuch holder’s option, at any time prior to the earlier of the close of business on the last Business Day immediately preceding: (i) preceding the Maturity Date of the Initial Debentures; (ii) if the Initial Debentures are called for prepayment, the date specified by the Corporation for prepayment of the Initial Debentures; (iii) if the Initial Debentures are called for Early Conversion, the date specified by the Corporation for Early Conversion of the Initial Debentures; or (iv) if subject to repurchase pursuant to a Change of Control, the date specified by the Corporation for repurchase (the earlier of which will be the “Time of Expiry” for the purposes of Section 2.4(d) and Article 4 6 in respect of the Initial Debentures) at a price per Freely Tradable Share equal ), to the Conversion Priceconvert any part, initially being a conversion rate of 200 Freely Tradable Shares per $1,000 or an integral multiple thereof, of the principal amount of Debentures, subject to a minimum conversion amount of $5,000 and subject to adjustments for fractional interests in accordance with Section 4.4. Upon a voluntary conversion by a Debentureholder, the Corporation may offer and such Debentureholder (in the Debentureholder’s discretion) may agree to the delivery of cash for all or a portion of the Initial Debentures converted in lieu of Freely Tradable Debenture into Common Shares in accordance with Section 4.12. Debentureholders converting their Debentures will be entitled to receive, in addition to the applicable number of Freely Tradable Shares (or cash in lieu), accrued and unpaid interest (less any taxes required to be deducted in accordance with Section 2.15) on such Debentures, payable at the option of the Corporation Conversion Price in cash or Freely Tradable Shares in accordance with Section 2.14(b)(ii) in respect thereof for the period from the last Interest Payment Date (or the Closing Date if there has not yet been an Interest Payment Date) up to, but excluding, effect on the Date of Conversion. The Conversion Notice for the Initial Debentures shall be substantially in the form of Schedule B. To the extent a conversion is a conversion in part only of the Initial Debentures as contemplated by Section 4.2Debentures, 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 $1.15 such that approximately 870 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 6.4. Holders converting Debentures shall receive, in addition to the applicable number of Common Shares, 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 provision 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 the event that a Debentureholder exercises its conversion rights contemplated by this Section 2.4(d) and Article 4 less than five Business Days in advance respect of the Time Debenture so surrendered for conversion shall not become the holder or holders of Expiry, record of such Common Shares until the Trustee and the Corporation shall use their respective commercially reasonable efforts to deliver cash and/or Freely Tradable Shares, as the case may be, to Business Day following such Debentureholder as soon as reasonably practicable following receipt of the Conversion NoticeInterest 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(h2.4(g) may be surrendered for conversion only upon the withdrawal of if such notice is withdrawn in accordance with this Indenture. (ef) Upon The Initial Debentures shall be issued in denominations of $1,000 and subject to integral multiples of $1,000. Each Initial Debenture and the terms 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 conditions may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, including Article 5 and 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 Subordination Agreement, prior to the Maturity Date at any time that the 20-day VWAP on the TSX exceeds 115% Board of the Conversion Price and provided that no Event of Default has occurred and is continuing and subject to the satisfaction or waiver of the conditions of Section 5.6, on not more than 60 days’ but not less than 30 days’ prior written notice to Debentureholders as provided for in Section 5.3 (the “Early Conversion”), the Corporation shall be entitled to convert Debentures in whole or in part, including any accrued but unpaid interest, into Freely Tradable Shares at the Conversion Price; provided however, if the conversion is to occur within 12 months after the Closing Date, then the Conversion Price will be reduced to $4.25 per Share (subject to adjustment Directors executing such Initial Debenture in accordance with Section 4.4) (2.6, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the “Early Conversion Price”)Trustee shall approve. Notwithstanding the foregoing, and Debentureholders whose Debentures are being so converted will an Initial Debenture may be entitled in such other form or forms as may, from time to receive the interest that would have accrued during the 12-month period from the Closing Date in accordance with the terms time, be approved by a resolution of the Debenture (less any taxes required to be deducted Board of Directors, or as specified in accordance with Section 2.15)an Officers’ Certificate. The Early Conversion Notice for 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 substantially issued in the form of Schedule C. Ifone or more Debenture Certificates and as Uncertificated Debentures, prior to the delivery of a conversion notice as directed by the Corporation. Subject to subsection 2.15(3), Initial Debentures purchased by a Debentureholder has elected to convert its U.S. Purchaser shall be shall be issued as Restricted Uncertificated Debentures in whole or in partRestricted Physical Debentures, then the Corporation’s conversion notice will be deemed to be void, but without prejudice to the Corporation’s right to deliver further notice of intention to convert any or all of such Debentureholder’s Debentures remaining outstanding. Early conversion is subject to a minimum conversion amount of $5,000. If regulatory approval to pay interest in Freely Tradable Shares on an early conversion is not obtained, subject to the Subordination Agreement, such interest will be paid in cash. (f) Upon and subject to the terms and conditions of this Indenture, including Article 6, and the Subordination Agreement and subject to regulatory approval and provided that no Event of Default has occurred and is continuing, any time after 12 months from the Closing Date and at any time prior to the Maturity Date, with not less than 30 days’ prior written notice to Debentureholders, as the Corporation shall be entitled to prepay the principal amount of the Debentures in whole or in part, plus accrued interest thereon (less any taxes required to be deducted in accordance with Section 2.15), in cash (the “Prepayment Price”), provided however, that if the Prepayment Date occurs: (i) within 24 months of the Closing Date, then Debentureholders whose Debentures are being so prepaid will be entitled to receive (1) an additional payment in the amount of 5% of the Prepayment Price and (2) the interest that would have accrued from the Prepayment Date to, but excluding, the day that is 24 months from the Closing Date; or (ii) after 24 months of the Closing Date but prior to the Maturity Date, then Debentureholders whose Debentures are being so prepaid will be entitled to receive the interest that would have accrued from the Prepayment Date to, but excluding, the Maturity Date in accordance with Section 6.5. The Prepayment Notice for the Initial Debentures shall be substantially in the form of Schedule D. Notwithstanding any other terms herein, if such Prepayment Date is after a record date for the payment of interest on the Initial Debentures but prior to an Interest Payment Date, then the interest payable on such Interest Payment Date will be paid to the holder of record of the Debentures as of the relevant record date as if there had been no prepayment as of the relevant record datemay direct. (g) Upon and subject to the terms and conditions of this Indenture, including Article 8, the Corporation will on the Maturity Date repay the indebtedness represented by the Initial Debentures by paying to the Debenture Trustee in lawful money of Canada an amount equal to the principal amount of the outstanding Initial Debentures which have matured together with accrued and unpaid interest thereon. Subject to regulatory approval and provided that no Event of Default has occurred and is continuing on maturity of the Initial Debentures, the Corporation may, at its option, on not more than 60 days’ and not less than 30 days’ prior notice, elect to satisfy its obligation to pay the principal amount of the Debentures which have matured together with accrued and unpaid interest by issuing Freely Tradable Shares to such Debentureholders (less any taxes required to be deducted in accordance with Section 2.15). If the Corporation elects to exercise such option, it shall provide details in the Conversion Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule E and provide the necessary details. The number of Freely Tradable Shares to be issued will be determined by dividing the aggregate principal amount of the outstanding Debentures which have matured together with accrued and unpaid interest by the Maturity Date VWAP. No fractional Freely Tradable Shares will be issued on maturity but in lieu thereof the Corporation shall satisfy fractional interests by a cash payment equal to the Current Market Price of any fractional interest. (h) Subject to the Subordination Agreement, not less than Within 30 days prior to following the consummation occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4(h2.4(g), the Corporation shall be obligated to offer to purchase all of the Initial Debentures then outstanding, subject to the exercise of conversion right of holders as set forth below. The terms and conditions of such obligation are set forth below: (i) Not less than Within 30 days prior to following the consummation 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 may occur and specifying the date on which such Change of Control is then expected to occur 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: (A) to purchase, on the Change of Control Purchase DateDate (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 all applicable laws, including Applicable Securities Legislation, at a price per Initial Debenture equal to 101100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest (less any taxes required to be deducted in accordance with Section 2.15) on such Initial Debentures up to, but excluding, the Maturity Change of Control Purchase Date (collectively, the “Total Offer Price”); or (B) convert, on the Change of Control Purchase Date, the Initial Debentures at the Conversion Price; provided, however, that if the Change of Control Notice is delivered to the Debentureholder on or before the date that is 12 months from the Closing Date, then the Conversion Price shall be deemed to be $4.25 per Share (subject to adjustment as set forth herein) such that 235.294 Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted, subject to adjustments for fractional interests in accordance with Section 4.5. (ii) . 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 Offer shall specify the date and time on which such offer shall expire. The “Change of Control Purchase Date” shall be the date that is on or immediately prior to 30 Business Days after the then expected closing date of that the Change of Control Notice and as confirmed in writing by the Corporation. On written confirmation from the Corporation, the Trustee will promptly thereafter deliver, by prepaid courier or mail, the Change of Control Purchase Offer are delivered to the holders of all Initial Debentures then outstanding, at their addresses appearing in the registers of holders of Initial Debentures maintained by the TrusteeDebentures.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the “Initial Debentures”) authorized for issue immediately is limited to an aggregate principal amount of $15,000,000 and shall be designated as “10% Convertible Senior Secured Unsecured Debentures”, which consists of the Debentures offered and sold in the Offering. (b) The Initial Debentures shall be dated as of the Closing Issue Date of the Initial Debentures and shall mature May 31on September 11, 2020, 2017 (the “Initial Maturity Date” for the Initial Debentures”). (c) The Initial Debentures shall bear interest from and including Closing the Issue Date at the rate of 10% per annum (based on a year of 365 daysdays and the actual number of days in the relevant interest period), payable in arrears in semi-annual payments equal (with the exception of the first interest payment payment, which will include interest from and including the Closing DateIssue Date of the Initial Debentures as set forth below) semi-annual payments, in arrears, on May June 30 and December 31 and November 30 of in each year, the first such payment to fall due on November June 30, 2017 2016 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Initial Maturity Date of the Initial Debentures or the earlier date of prepayment, repurchase or conversion of the Initial DebenturesDate) to fall due on May 31, 2020 or an earlier date of prepayment, repurchase or conversionthe Initial Maturity Date, 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, computed on the basis of a 365 day year. Each payment of interest on the Initial Debentures will include interest accrued for the period commencing on and including the immediately preceding Interest Payment Date (or, if none, the initial issuance date of the Initial Debentures) to but excluding the next following Interest Payment Date (or prepayment, repurchase or conversion date, as the case may be). For certainty, the initial first interest payment will include interest accrued from and including the Closing Date, Issue Date of the Initial Debentures to, but excluding November excluding, June 30, 20172016, which will be equal to $48.49 30.14 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 for the payment of interest on the Initial Debentures will be June 15 and December 15 in each year (or the close of business on the sixth first Business Day prior to such date if such date is not a Business Day). If the Corporation is required to withhold or deduct any Indemnified Taxes from an amount payable by it in respect of any Initial Debentures, then, notwithstanding any other term of this Indenture (i) the Corporation will pay on behalf of each Interest Payment Dateholder such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder after such withholding or deduction (and after deducting any Indemnified Taxes on such Additional Amounts) will not be less than the amount the holder would have received if such Indemnified Taxes had not been withheld or deducted, (ii) the Corporation shall make such deductions and (iii) the Corporation shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Notwithstanding the foregoing, no Additional Amounts will be payable to a holder (an “Excluded Holder”) in respect of a particular payment made to such holder under or with respect to particular Initial Debentures for Indemnified Taxes: (A) if such holder is subject to such Indemnified Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of such particular Initial Debentures or the receipt of payments thereunder or enforcement of rights thereunder; (B) if such holder waives its right to receive Additional Amounts; (C) if the Corporation does not deal at arm’s length, within the meaning of the Tax Act, with such holder at the time of such particular payment; (D) if the Corporation does not deal at arm’s length, within the meaning of the Tax Act, with another person to whom the Corporation has an obligation to pay an amount in respect of such particular Initial Debentures; (E) if such holder is, or does not deal at arm’s length (within the meaning of the Tax Act) with, a “specified shareholder” of the Corporation for purposes of the thin capitalization rules in the Tax Act and such particular payment is not deductible to the Corporation as interest pursuant to such rules; (F) to the extent the Indemnified Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the holder or other beneficial owner of the Initial Debentures to duly and timely comply with a timely written request of the Corporation to the holder or other beneficial owner, to the extent the holder or other beneficial owner is legally entitled to do so, to provide information, documents, certification or other evidence as may be required by applicable law for exemption from, or reduction in the rate of deduction or withholding of Canadian Taxes; (G) where the holder of the Initial Debenture is a fiduciary, a partnership or not the beneficial owner of any payment on an Initial Debenture, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the beneficiary, partner or beneficial owner owned the Initial Debenture directly (but only if there is no material cost or expense associated with transferring such Initial Debenture to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner); (H) for or on account of any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments under or with respect to the Initial Debenture (other than taxes payable pursuant to Regulation 803 of the Tax Act, or any similar successor provision); or (I) any combination of the foregoing numbered clauses of this proviso. (d) Upon and subject to The Initial Debentures will be redeemable in accordance with the terms and conditions of this Indenture, including Section 2.4 and Article 4, except in the principal amount of each Initial Debenture will be convertible into Freely Tradable Shares, at the option event of the Debentureholder, at satisfaction of certain conditions after a Change of Control has occurred as outlined herein. At any time prior to the earlier Maturity Date, provided that the VWAP of the close of business on the Business Day immediately preceding: (i) the Maturity Date of the Initial Debentures; (ii) if Common Shares for 10 consecutive trading days equals or exceeds $2.00, the Initial Debentures are called for prepayment, the date specified by the Corporation for prepayment of the Initial Debentures; (iii) if the Initial Debentures are called for Early Conversion, the date specified by the Corporation for Early Conversion of the Initial Debentures; or (iv) if subject to repurchase pursuant to a Change of Control, the date specified by the Corporation for repurchase (the earlier of which will may be the “Time of Expiry” for the purposes of Section 2.4(d) and Article 4 in respect of the Initial Debentures) at a price per Freely Tradable Share equal to the Conversion Price, initially being a conversion rate of 200 Freely Tradable Shares per $1,000 principal amount of Debentures, subject to a minimum conversion amount of $5,000 and subject to adjustments for fractional interests in accordance with Section 4.4. Upon a voluntary conversion by a Debentureholder, the Corporation may offer and such Debentureholder (in the Debentureholder’s discretion) may agree to the delivery of cash for all or a portion of the Initial Debentures converted in lieu of Freely Tradable Shares in accordance with Section 4.12. Debentureholders converting their Debentures will be entitled to receive, in addition to the applicable number of Freely Tradable Shares (or cash in lieu), accrued and unpaid interest (less any taxes required to be deducted in accordance with Section 2.15) on such Debentures, payable 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 their principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date payable by issuing such number of Common Shares as is obtained by dividing the aggregate principal amount by the Conversion Price for the Initial Debentures plus payment of any interest in cash or Freely Tradable by the issuance of Common Shares in accordance with Section 2.14(b)(ii) in respect thereof for the period from the last Interest Payment Date (or the Closing Date if there has not yet been an Interest Payment Date) up to, but excluding, the Date of Conversion2.15. The Conversion Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule B. “B”. (e) The Initial Debentures will not be guaranteed, will be unsecured and will be subordinated and junior in right of payment only to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.10(a), 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 or as may by its terms rank junior in right of payment to the Initial Debentures, with all other existing unsecured indebtedness of the Corporation to the extent subordinated on the same basis. (f) Upon and subject to the provisions and conditions of Article 6 and Section 3.9, 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; or (ii) if the Initial Debentures are called for redemption by notice to the holders of Initial Debentures in accordance with Sections 2.4(d) and 4.3, on the Business Day immediately preceding the date specified by the Corporation for redemption of the Initial Debentures; (the earlier of which will be a “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 conversion redemption is a conversion redemption in part only of the Initial Debentures as contemplated by Section 4.2Debentures, 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 $0.67 such that approximately 1,492.54 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. No fractional Common Shares will be issued, any fraction of a Common Share that would otherwise be issued will be rounded down to the nearest whole number 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 Initial Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (as modified by Article 6) 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). Notwithstanding any other provision 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 the event that a Debentureholder exercises its conversion rights contemplated by this Section 2.4(d) and Article 4 less than five Business Days in advance respect of the Time Debenture so surrendered for conversion shall not become the holder or holders of Expiry, record of such Common Shares until the Trustee and the Corporation shall use their respective commercially reasonable efforts to deliver cash and/or Freely Tradable Shares, as the case may be, to Business Day following such Debentureholder as soon as reasonably practicable following receipt of the Conversion NoticeInterest 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(h2.4(j) may be surrendered for conversion only upon the withdrawal of if such notice is withdrawn in accordance with this Indenture. (eg) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Certificated Debenture representing Initial Debentures 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 2.6, as conclusively evidenced by their execution of a Certificated Debenture representing Initial Debentures. Each Certificated Debenture representing Initial Debentures 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 Certificated Debentures representing Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. (h) The Initial Debentures shall be issued as Certificated Debentures. The Certificated Debentures representing the Initial Debentures will be registered in the names of each holders thereof as provided in Section 3.1. A Certificated 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 3.1. (i) Upon and subject to the terms and conditions of this Indenture, including Article 5 and the Subordination Agreement, prior to the Maturity Date at any time that the 20-day VWAP on the TSX exceeds 115% of the Conversion Price and provided that no Event of Default has occurred and is continuing and subject to the satisfaction or waiver of the conditions provisions of Section 5.6, on not more than 60 days’ but not less than 30 days’ prior written notice to Debentureholders as provided for in Section 5.3 (the “Early Conversion”)2.15, the Corporation shall be entitled may elect, from time to convert Debentures in whole or in parttime, including any accrued but unpaid interest, into Freely Tradable Shares at the Conversion Price; provided however, if the conversion is to occur within 12 months after the Closing Date, then the Conversion Price will be reduced to $4.25 per Share (subject to adjustment in accordance with Section 4.4) (the “Early Conversion Price”), and Debentureholders whose Debentures are being so converted will be entitled to receive the interest that would have accrued during the 12-month period from the Closing Date in accordance with the terms of the Debenture (less any taxes required to be deducted in accordance with Section 2.15). The Early Conversion Notice for satisfy its Interest Obligation on the Initial Debentures shall be substantially in the form of Schedule C. Ifon any Interest Payment Date (including, prior to the delivery of a for greater certainty, following conversion notice or upon maturity or redemption) by the Corporation, a Debentureholder has elected to convert its Debentures in whole or in part, then the Corporation’s conversion notice will be deemed to be void, but without prejudice to the Corporation’s right to deliver further notice of intention to convert any or all of such Debentureholder’s Debentures remaining outstanding. Early conversion is subject to a minimum conversion amount of $5,000. If regulatory approval to pay interest in Freely Tradable Shares on an early conversion is not obtained, subject to the Subordination Agreement, such interest will be paid in cash. (f) Upon and subject to the terms and conditions of this Indenture, including Article 6, and the Subordination Agreement and subject to regulatory approval and provided that no Event of Default has occurred and is continuing, any time after 12 months from the Closing Date and at any time prior to the Maturity Date, with not less than 30 days’ prior written notice to Debentureholders, the Corporation shall be entitled to prepay the principal amount of the Debentures in whole or in part, plus accrued interest thereon (less any taxes required to be deducted in accordance with Section 2.15), in cash (the “Prepayment Price”), provided however, that if the Prepayment Date occursdelivering: (i) within 24 months of the Closing Datecash, then Debentureholders whose Debentures are being so prepaid will be entitled to receive (1) an additional payment in the amount of 5% of the Prepayment Price and (2) the interest that would have accrued from the Prepayment Date to, but excluding, the day that is 24 months from the Closing Date; or (ii) after 24 months of the Closing Date but prior equivalent value in Freely Tradeable Common Shares at a price per Common Share equal to the Maturity Date, then Debentureholders whose Debentures are being so prepaid will be entitled to receive 20-trading day VWAP ending five trading days preceding the interest that would have accrued from the Prepayment Date to, but excluding, the Maturity Date in accordance with Section 6.5. The Prepayment Notice for the Initial Debentures shall be substantially in the form of Schedule D. Notwithstanding any other terms herein, if such Prepayment Date is after a record date for the payment of interest on the Initial Debentures but prior to an Interest Payment Date, then the interest payable on such Interest Payment Date will be paid to the holder of record of the Debentures as of the relevant record date as if there had been no prepayment as of the relevant record date. (gj) Upon and subject to the terms and conditions of this Indenture, including Article 8, the Corporation will on the Maturity Date repay the indebtedness represented by the Initial Debentures by paying to the Debenture Trustee in lawful money of Canada an amount equal to the principal amount of the outstanding Initial Debentures which have matured together with accrued and unpaid interest thereon. Subject to regulatory approval and provided that no Event of Default has occurred and is continuing on maturity of the Initial Debentures, the Corporation may, at its option, on not more than 60 days’ and not less than 30 days’ prior notice, elect to satisfy its obligation to pay the principal amount of the Debentures which have matured together with accrued and unpaid interest by issuing Freely Tradable Shares to such Debentureholders (less any taxes required to be deducted in accordance with Section 2.15). If the Corporation elects to exercise such option, it shall provide details in the Conversion Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule E and provide the necessary details. The number of Freely Tradable Shares to be issued will be determined by dividing the aggregate principal amount of the outstanding Debentures which have matured together with accrued and unpaid interest by the Maturity Date VWAP. No fractional Freely Tradable Shares will be issued on maturity but in lieu thereof the Corporation shall satisfy fractional interests by a cash payment equal to the Current Market Price of any fractional interest. (h) Subject to the Subordination Agreement, not less than Within 30 days prior to following the consummation occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4(h2.4(j), the Corporation shall be obligated make an offer in writing to offer to holders of Debentures to, at the Debentureholders’ election, either: (i) purchase all the Debentures at 100% of the Initial principal amount thereof plus accrued and unpaid interest or (ii) convert the Debentures then outstanding, subject to at the exercise Change of conversion right of holders as set forth belowControl Conversion Price. The terms and conditions of such obligation are set forth below: (i) Not less than Within 30 days prior to following the consummation 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 may occur and specifying the date on which such Change of Control is then expected to occur 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: (A) purchase, on the Change of Control Purchase DateDate (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 101100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest (less any taxes required to be deducted in accordance with Section 2.15) on such Initial Debentures up to, but excluding, the Maturity Change of Control Purchase Date (collectively, the “Total Offer Price”); or (B) convertconvert their Debentures, on the Change in whole or in part, and receive, instead of Control Purchase Datesuch number of Common Shares to which they would otherwise be entitled upon such conversion, the Initial Debentures at the Conversion Price; provided, however, that if the Change a number of Control Notice is delivered Common Shares (or cash or other property or securities in substitution therefor pursuant to the Debentureholder on or before the date that is 12 months from the Closing Date, then the Conversion Price shall be deemed to be $4.25 provisions of Section 6.5) per Share (subject to adjustment as set forth herein) such that 235.294 Shares shall be issued for each $1,000 principal amount of Initial Debentures, determined by dividing $1,000 principal amount of Debentures so converted, subject to adjustments for fractional interests in accordance with Section 4.5. (ii) If such by the 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 Offer shall specify the date and time on which such offer shall expireConversion Price. The “Change of Control Purchase DateConversion Price” shall be the date that is on or immediately prior equal to the then expected closing date 101% of the Conversion Price. The Change of Control and as confirmed in writing by Notice for the Corporation. On written confirmation from the Corporation, the Trustee will promptly thereafter deliver, by prepaid courier or mail, the Change of Control Offer to the holders of all Initial Debentures then outstanding, at their addresses appearing shall be substantially in the registers form of holders of Initial Debentures maintained by the TrusteeSchedule “D”.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the “Initial Debentures”) authorized for issue immediately is limited to an aggregate principal amount of $15,000,000 25,300,000 and shall be designated as “10% Floating Rate Convertible Senior Secured Unsecured Subordinated Debentures”, which consists of the Debentures offered in the Offering. (b) The Initial Debentures shall be dated as of the Closing Date date of issue of the Initial Debentures and shall mature May 31on June 30, 2020, 2017 (the “Maturity Date” for the Initial Debentures). (ci) The Initial Debentures shall bear interest from and including Closing Date at the rate Applicable Rate from the date of 10% per annum (based on a year of 365 days)issue, calculated and payable in arrears in semi-annual payments (with in arrears on the exception 30th day of June and the 31st day of December in each year computed on the basis of a 365-day year. The first interest such payment which will include interest fall due on December 31, 2012. Interest shall be payable at the Applicable Rate for each Interest Period from and including the Closing Date) on May 31 and November 30 of each yearlast Interest Payment Date to, but excluding the first such payment to fall due on November 30, 2017 next Interest Payment Date and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, to the Maturity Date of the Initial Debentures or the earlier date of prepayment, repurchase or conversion of the Initial Debentures) to will fall due on May 31June 30, 2020 or an earlier date of prepayment, repurchase or conversion, payable after as well as before maturity and after as well as before default, with interest 2017. Interest shall accrue on amounts in default at the same rateApplicable Rate, compounded semi-annually, computed on the basis of a 365 365-day year. Each payment of interest on the Initial Debentures will include interest accrued for the period commencing on and including the immediately preceding Interest Payment Date (or, if none, the initial issuance date of the Initial Debentures) to but excluding the next following Interest Payment Date (or prepayment, repurchase or conversion date, as the case may be). For certainty, the initial first interest payment will include interest accrued and unpaid from and including the Closing Datedate of issue of the Initial Debentures, up to, but excluding November excluding, the first Interest Payment Date. (ii) The interest rate for the Initial Debentures during each Interest Period (the “Applicable Rate”) shall be not less than 8.50% per annum and not more than 13.50% per annum and shall fluctuate at a rate per annum from Interest Period to Interest Period, based on the simple average of the Ux Weekly Indicator (Spot Price) (the “UxC U3O8 Weekly Indicator Price”) published by the Ux Consulting Company, LLC during the applicable Interest Period according to the table below: (iii) For each Interest Period terminating on June 30, 2017the Applicable Rate shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from January 1 to but excluding June 15 of that year. For each Interest Period terminating on December 31 after December 31, which 2012, the interest rate applicable to such period shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from July 1 to but excluding December 15 of that year. In the case of the Interest Period terminating on December 31, 2012, the Applicable Rate shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from the date of issue of the Initial Debentures to but excluding December 17, 2012. In the case of a conversion of Debentures, a Redemption or a Change of Control, the Applicable Rate shall be based on the simple average of the UxC U3O8 Weekly Indicator Price from the first date of the applicable semi-annual period to the date that is 15 days before the Date of Conversion, Redemption Date or the date of the Change of Control Notice, as applicable. (iv) In the event that the UxC U3O8 Weekly Indicator Price ceases to exist, calculations will be equal based on another widely recognized uranium average price such as TradeTech, LLC or Bloomberg, to $48.49 for each $1,000 principal amount of Initial Debentures. be determined by the Corporation. (v) Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. (vi) The record dates for the payment of interest on the Initial Debentures will be the close of business on the sixth Business Day prior to each immediately preceding the applicable Interest Payment Date. (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 July 24, 2015, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after July 24, 2015 and at any time prior to the Maturity Date of the Initial Debentures, 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 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 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 or stock exchange 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 principal amount of such Initial Debentures 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. Any accrued and unpaid interest on such Initial Debentures to be redeemed will be paid in cash. (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 subordinated and unsecured indebtedness of the Corporation, other than Senior Indebtedness. (f) Upon and subject to the terms provisions and conditions of this Indenture, including Article 46 and Section 3.7, the principal amount holder of each Initial Debenture will be convertible into Freely Tradable Shares, shall have the right at the option of the Debentureholdersuch holder's option, at any time prior to the earlier of the close of business on the earlier of (i) the Business Day immediately preceding: (i) preceding the Maturity Date of the Initial Debentures; or (ii) the fifth Business Day immediately preceding the Redemption Date if the Initial Debentures are called for prepayment, redemption by notice to the date specified by the Corporation for prepayment holders of the Initial Debentures; (iii) if the Initial Debentures are called for Early Conversion, the date specified by the Corporation for Early Conversion of the Initial Debentures; or (ivin accordance with Sections 2.4(d) if subject to repurchase pursuant to a Change of Control, the date specified by the Corporation for repurchase and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Section 2.4(d) and Article 4 6 in respect of the Initial Debentures) at a price per Freely Tradable Share equal ), to the Conversion Priceconvert any part, initially being a conversion rate of 200 Freely Tradable Shares per $1,000 or an integral multiple thereof, of the principal amount of Debentures, subject to a minimum conversion amount of $5,000 and subject to adjustments for fractional interests in accordance with Section 4.4. Upon a voluntary conversion by a Debentureholder, the Corporation may offer and such Debentureholder (in the Debentureholder’s discretion) may agree to the delivery of cash for all or a portion of the Initial Debentures converted in lieu of Freely Tradable Debenture into Common Shares in accordance with Section 4.12. Debentureholders converting their Debentures will be entitled to receive, in addition to the applicable number of Freely Tradable Shares (or cash in lieu), accrued and unpaid interest (less any taxes required to be deducted in accordance with Section 2.15) on such Debentures, payable at the option of the Corporation Conversion Price in cash or Freely Tradable Shares in accordance with Section 2.14(b)(ii) in respect thereof for the period from the last Interest Payment Date (or the Closing Date if there has not yet been an Interest Payment Date) up to, but excluding, effect on the Date of Conversion. The Conversion Notice for the Initial Debentures shall be substantially in the form of Schedule B. To the extent a conversion redemption is a conversion redemption in part only of the Initial Debentures as contemplated by Section 4.2Debentures, 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 $0.30 such that approximately 3,333.33 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. The Conversion Price will not be adjusted for accrued interest on the Debentures. 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 provision 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 the event that a Debentureholder exercises its conversion rights contemplated by this Section 2.4(d) and Article 4 less than five Business Days in advance respect of the Time Debenture so surrendered for conversion shall not become the holder or holders of Expiry, record of such Common Shares until the Trustee and the Corporation shall use their respective commercially reasonable efforts to deliver cash and/or Freely Tradable Shares, as the case may be, to Business Day following such Debentureholder as soon as reasonably practicable following receipt of the Conversion NoticeInterest 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(h2.4(j) may be surrendered for conversion only upon the withdrawal of if such notice is withdrawn in accordance with this Indenture. (e) Upon and subject to the terms and conditions of this Indenture, including Article 5 and the Subordination Agreement, prior to the Maturity Date at any time that the 20-day VWAP on the TSX exceeds 115% of the Conversion Price and provided that no Event of Default has occurred and is continuing and subject to the satisfaction or waiver of the conditions of Section 5.6, on not more than 60 days’ but not less than 30 days’ prior written notice to Debentureholders as provided for in Section 5.3 (the “Early Conversion”), the Corporation shall be entitled to convert Debentures in whole or in part, including any accrued but unpaid interest, into Freely Tradable Shares at the Conversion Price; provided however, if the conversion is to occur within 12 months after the Closing Date, then the Conversion Price will be reduced to $4.25 per Share (subject to adjustment in accordance with Section 4.4) (the “Early Conversion Price”), and Debentureholders whose Debentures are being so converted will be entitled to receive the interest that would have accrued during the 12-month period from the Closing Date in accordance with the terms of the Debenture (less any taxes required to be deducted in accordance with Section 2.15). The Early Conversion Notice for the Initial Debentures shall be substantially in the form of Schedule C. If, prior to the delivery of a conversion notice by the Corporation, a Debentureholder has elected to convert its Debentures in whole or in part, then the Corporation’s conversion notice will be deemed to be void, but without prejudice to the Corporation’s right to deliver further notice of intention to convert any or all of such Debentureholder’s Debentures remaining outstanding. Early conversion is subject to a minimum conversion amount of $5,000. If regulatory approval to pay interest in Freely Tradable Shares on an early conversion is not obtained, subject to the Subordination Agreement, such interest will be paid in cash. (f) Upon and subject to the terms and conditions of this Indenture, including Article 6, and the Subordination Agreement and subject to regulatory approval and provided that no Event of Default has occurred and is continuing, any time after 12 months from the Closing Date and at any time prior to the Maturity Date, with not less than 30 days’ prior written notice to Debentureholders, the Corporation shall be entitled to prepay the principal amount of the Debentures in whole or in part, plus accrued interest thereon (less any taxes required to be deducted in accordance with Section 2.15), in cash (the “Prepayment Price”), provided however, that if the Prepayment Date occurs: (i) within 24 months of the Closing Date, then Debentureholders whose Debentures are being so prepaid will be entitled to receive (1) an additional payment in the amount of 5% of the Prepayment Price and (2) the interest that would have accrued from the Prepayment Date to, but excluding, the day that is 24 months from the Closing Date; or (ii) after 24 months of the Closing Date but prior to the Maturity Date, then Debentureholders whose Debentures are being so prepaid will be entitled to receive the interest that would have accrued from the Prepayment Date to, but excluding, the Maturity Date in accordance with Section 6.5. The Prepayment Notice for the Initial Debentures shall be substantially in the form of Schedule D. Notwithstanding any other terms herein, if such Prepayment Date is after a record date for the payment of interest on the Initial Debentures but prior to an Interest Payment Date, then the interest payable on such Interest Payment Date will be paid to the holder of record of the Debentures as of the relevant record date as if there had been no prepayment as of the relevant record date. (g) Upon and subject to the terms and conditions of this Indenture, including Article 8, the Corporation will on the Maturity Date repay the indebtedness represented by the Initial Debentures by paying to the Debenture Trustee in lawful money of Canada an amount equal to the principal amount of the outstanding Initial Debentures which have matured together with accrued and unpaid interest thereon. Subject to regulatory approval and provided that no Event of Default has occurred and is continuing on On redemption or maturity of the Initial Debentures, the Corporation may, at its optionoption and subject to the provisions of Section 4.6 and Section 4.10, on not more than 60 days’ as applicable, and not less than 30 days’ prior noticesubject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures which have matured together with accrued and unpaid interest due on redemption or maturity, by issuing Freely Tradable Shares and delivering to such Debentureholders (less any taxes required holders of Initial Debentures Freely Tradeable Common Shares pursuant to be deducted in accordance with Section 2.15)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 Conversion Redemption Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule E “C” and provide the necessary details. The number of Freely Tradable Shares to be issued will be determined by dividing the aggregate principal amount of the outstanding Debentures which have matured together with Any accrued and unpaid interest by the Maturity Date VWAP. No fractional Freely Tradable Shares on such Initial Debentures to be redeemed or repaid will be issued on maturity but paid in lieu thereof the Corporation shall satisfy fractional interests by a cash payment equal to the Current Market Price of any fractional interestcash. (h) Subject 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 Debenture Legend 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/or one or more Definitive Debentures at the option of the Corporation. Notwithstanding the foregoing, Initial Debentures issued to U.S. Purchasers that are not Qualified Institutional Buyers shall be issued only in physical certificated form. 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 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. (i) Upon and subject to the Subordination Agreementprovisions of Article 10, not less than the Corporation may elect, from time to time, subject to any required regulatory or stock exchange approval, to satisfy all or part of 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 prior to following the consummation occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4(h2.4(j), the Corporation shall be obligated to offer make the Change of Control Purchase Offer in writing to purchase all holders of the Initial Debentures then outstanding, subject to the exercise of conversion right of holders as set forth below. The terms and conditions of such obligation are set forth below: (i) Not less than Within 30 days prior to following the consummation 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 may occur and specifying the date on which such Change of Control is then expected to occur 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: , at the option of the holder of the Initial Debentures, either: (Ai) purchase, on the Change of Control Purchase DateDate (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 and U.S. Securities Laws at a price per Initial Debenture equal to 101100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest (less any taxes required to be deducted in accordance with Section 2.15) on such Initial Debentures up to, but excluding, the Maturity Change of Control Purchase Date (collectively, the “Total Offer Price”); or or (Bii) convert, on convert the Initial Debentures into Common Shares at the Change of Control Purchase Date, the Initial Debentures at the Conversion Price; provided, however, that if the Change of Control Notice is delivered to the Debentureholder on or before the date that is 12 months from the Closing Date, then the Conversion Price shall be deemed to be $4.25 per Share (subject to adjustment as set forth herein) such that 235.294 Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted, subject to adjustments for fractional interests in accordance with Section 4.5. (ii) . 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 Offer shall specify the date and time on which such offer shall expirein cash. The “Change of Control Purchase Date” shall be the date that is on or immediately prior to 30 Business Days after the then expected closing date of that the Change of Control Notice and as confirmed in writing by the Corporation. On written confirmation from the Corporation, the Trustee will promptly thereafter deliver, by prepaid courier or mail, the Change of Control Purchase Offer are delivered to the holders of all Initial Debentures then outstanding, at their addresses appearing in the registers of holders of Initial Debentures maintained by the TrusteeDebentures.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the “Initial Debentures”) authorized for issue immediately is limited to an unlimited in aggregate principal amount of $15,000,000 and shall be designated as “10% Convertible Senior Secured Unsecured Subordinated Floating Rate Debentures, Series 1”. (b) The Initial Debentures shall be dated as of the Closing First Issue Date, shall mature on the Initial Debenture Maturity Date and shall mature May bear interest from, and including, the First Issue Date to, but excluding, March 31, 2020, the “Maturity Date” for the Initial Debentures. (c) The Initial Debentures shall bear interest from and including Closing Date 2015 at the rate of 107.4% per annum (based on a year of 365 days), payable in arrears in semi-annual payments (with the exception of the first interest payment which will include interest from annum. From and including March 31, 2015 to but excluding the Closing Initial Debenture Maturity Date) , the interest rate applicable to the Debentures will be reset on May an annual basis on March 31 and November 30 of each year, at a rate equal to the first such payment Cost of Living Adjustment (which amount may be positive or negative) plus 6.5% (“Floating Interest”). Notwithstanding the foregoing, the interest rate applicable to fall due the Debentures will at no time be less than 0%. Interest will be payable quarterly in arrears in equal instalments on November March 31, June 30, 2017 September 30 and December 31 in each year, commencing on December 31, 2014 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Initial Debenture Maturity Date of the Initial Debentures or the earlier date of prepayment, repurchase or conversion redemption of the Initial Debentures) ), subject as hereinafter provided, to fall due on May 31, 2020 the Initial Debenture Maturity Date or an the earlier date of prepayment, repurchase or conversionredemption, 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, computed on the basis of a 365 day year. Each payment of interest on the Initial Debentures will include interest accrued for the period commencing on and including the immediately preceding Interest Payment Date (or, if none, the initial issuance date of the Initial Debentures) to but excluding the next following Interest Payment Date (or prepayment, repurchase or conversion date, as the case may be). For certainty, the initial first interest payment will include interest accrued from and including the Closing Date, First Issue Date to, but excluding November 30excluding, 2017December 31, which will be equal to 2014 in the amount of $48.49 1.8449 for each $1,000 100 principal amount of Initial Debentures. Debentures outstanding. (c) The record dates for the payment of interest on the Initial Debentures will be the close of business on the sixth Business Day prior to each Interest Payment Date. (d) Upon and subject to the terms and conditions of this Indenture, including Article 4, the principal amount of each Initial Debenture will be convertible into Freely Tradable Shares, redeemable at the option of the DebentureholderCompany in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable prior to March 31, 2020, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. During the period beginning on March 16 and ending on March 31 of each year, the Company will have the right, at any time prior its option, to the earlier give notice to holders of the close Initial Debentures of business on the Business Day immediately preceding: (i) the Maturity Date of its intention to redeem the Initial Debentures; (ii) if , in whole or in part, on March 31 in the Initial Debentures are called for prepaymentyear that is five years following the year in which notice is given, the date specified by the Corporation for prepayment of the Initial Debentures; (iii) if the Initial Debentures are called for Early Conversion, the date specified by the Corporation for Early Conversion of the Initial Debentures; or (iv) if subject to repurchase pursuant to a Change of Control, the date specified by the Corporation for repurchase (the earlier of which will be the “Time of Expiry” for the purposes of Section 2.4(d) and Article 4 in respect of the Initial Debentures) at a price per Freely Tradable Share equal to the Conversion Price, initially being a conversion rate of 200 Freely Tradable Shares per $1,000 principal amount of Debentures, subject to a minimum conversion amount of $5,000 and subject to adjustments for fractional interests in accordance with Section 4.4. Upon a voluntary conversion by a Debentureholder, the Corporation may offer and such Debentureholder (in the Debentureholder’s discretion) may agree to the delivery of cash for all or a portion of the Initial Debentures converted in lieu of Freely Tradable Shares in accordance with Section 4.12. Debentureholders converting their Debentures will be entitled to receive, in addition to the applicable number of Freely Tradable Shares (or cash in lieu), thereof plus accrued and unpaid interest (less any taxes required up to be deducted in accordance with Section 2.15) on such Debentures, payable at but excluding the option Redemption Call Date. In the event the Company exercises its right to redeem some or all of the Corporation outstanding Initial Debentures in cash or Freely Tradable Shares in accordance with Section 2.14(b)(ii) in respect thereof for the period from the last Interest Payment Date (or the Closing Date if there has not yet been an Interest Payment Date) up to, but excludinga given year, the Date Company will send a reminder redemption notice to holders of ConversionInitial Debentures not less than 30 nor more than 60 days prior to each applicable Redemption Call Date. The Conversion Redemption Call Notice for the Initial Debentures shall be substantially in the form of Schedule B. To B. (d) The Initial Debentures will be redeemable at the extent a conversion is a conversion option of each Debentureholder in part only accordance with the terms of Article 5, provided that the Initial Debentures as contemplated by Section 4.2, such right to convert, if will not exercised be redeemable prior to the applicable Time of ExpiryMarch 31, shall survive as to any Initial Debentures not converted and be applicable to the next succeeding Time of Expiry. Notwithstanding any other provision of this Indenture2020, except in the event that a Debentureholder exercises its conversion rights contemplated by this Section 2.4(d) and Article 4 less than five Business Days in advance of the Time satisfaction of Expiry, the Trustee and the Corporation shall use their respective commercially reasonable efforts to deliver cash and/or Freely Tradable Shares, as the case may be, to such Debentureholder as soon as reasonably practicable following receipt of the Conversion Notice. A Debenture in respect of which a holder has accepted a notice in respect of certain conditions after a Change of Control Offer pursuant has occurred as outlined herein. During the period beginning on March 1 and ending on March 15 of each year, holders of Initial Debentures will have the right, at their option, to give notice to the provisions Company of Section 2.4(htheir intention to require the Company to repurchase (or to “put”) may be surrendered for conversion only upon the withdrawal of such notice in accordance with this Indenture. (e) Upon and subject to the terms and conditions of this IndentureInitial Debentures, including Article 5 and the Subordination Agreement, prior to the Maturity Date at any time that the 20-day VWAP on the TSX exceeds 115% of the Conversion Price and provided that no Event of Default has occurred and is continuing and subject to the satisfaction or waiver of the conditions of Section 5.6, on not more than 60 days’ but not less than 30 days’ prior written notice to Debentureholders as provided for in Section 5.3 (the “Early Conversion”), the Corporation shall be entitled to convert Debentures in whole or in part, including any on March 31 in the year that is five years following the year in which notice is given, at a price equal to the principal amount thereof plus accrued and unpaid interest up to but unpaid interest, into Freely Tradable Shares at excluding the Conversion Price; provided however, if Redemption Put Date. A holder of Debentures who has exercised its put right in respect of some or all of the conversion is to occur within 12 months after the Closing Date, then the Conversion Price Initial Debentures held by such holder will be reduced required to $4.25 per Share (subject to adjustment in accordance with Section 4.4) (the “Early Conversion Price”), and Debentureholders whose deposit such Initial Debentures are being so converted will be entitled to receive the interest that would have accrued during the 12-month period from the Closing Date in accordance with the terms Trustee to be held in escrow by the Trustee until the applicable Redemption Put Date and will no longer be transferable over the facilities of the Debenture (less any taxes required to be deducted in accordance with Section 2.15)TSX or otherwise. The Early Conversion Redemption Put Notice for the Initial Debentures shall be substantially in the form of Schedule C. IfC. (e) The Initial Debentures, prior including the payment of the principal thereof and interest thereon, will be subordinated to the delivery prior payment in full of a conversion notice by all Senior Indebtedness in accordance with the Corporation, a Debentureholder has elected to convert its Debentures in whole or in part, then the Corporation’s conversion notice will be deemed to be void, but without prejudice to the Corporation’s right to deliver further notice provisions of intention to convert any or all of such Debentureholder’s Debentures remaining outstanding. Early conversion is subject to a minimum conversion amount of $5,000. If regulatory approval to pay interest in Freely Tradable Shares on an early conversion is not obtained, subject to the Subordination Agreement, such interest will be paid in cashArticle 6. (f) Upon The Initial Debentures shall be issued as Registered Debentures in denominations of $100 and subject to integral multiples of $100. Each Initial Debenture and the terms certificate of the Debenture 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 conditions may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, including Article 6, and the Subordination Agreement and subject to regulatory approval and provided that no Event of Default has occurred and is continuing, any time after 12 months from the Closing Date and at any time prior to the Maturity Date, with not less than 30 days’ prior written notice to Debentureholders, the Corporation shall as may be entitled to prepay the principal amount of the Debentures in whole or in part, plus accrued interest thereon (less any taxes 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 deducted determined by the Director or officer executing such Initial Debenture in accordance with Section 2.15)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 Debenture Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in cash (the “Prepayment Price”)such other form or forms as may, provided howeverfrom time to time, that if the Prepayment Date occurs: (i) within 24 months be approved by a resolution of the Closing Date, then Debentureholders whose Debentures are being so prepaid will be entitled to receive (1) an additional payment Directors or as specified in the amount of 5% a Certificate of the Prepayment Price and (2) the interest that would have accrued from the Prepayment Date to, but excluding, the day that is 24 months from the Closing Date; or (ii) after 24 months of the Closing Date but prior to the Maturity Date, then Debentureholders whose Debentures are being so prepaid will be entitled to receive the interest that would have accrued from the Prepayment Date to, but excluding, the Maturity Date in accordance with Section 6.5Company. The Prepayment Notice 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 Global Debentures and the Depository for the Initial Debentures shall be substantially CDS. The Global Debentures will be registered in the form name of Schedule D. Notwithstanding the Depository (or any other terms herein, if such Prepayment Date is after a record date for nominee of the payment of Depository). No beneficial holder will receive definitive certificates representing their interest on the in Initial Debentures but prior except as provided in Section 3.2. A Global Debenture may be exchanged for Initial Debentures in registered form that are not Global Debentures, or transferred to an Interest Payment Date, then and registered in the interest payable on name of a Person other than the Depository for such Interest Payment Date will be paid to the holder of record of the Global Debentures or a nominee thereof as of the relevant record date as if there had been no prepayment as of the relevant record dateprovided in Section 3.2. (g) Upon and subject to the terms and conditions of this Indenture, including Article 8, the Corporation will on the Maturity Date repay the indebtedness represented by the Initial Debentures by paying to the Debenture Trustee in lawful money of Canada an amount equal to the principal amount of the outstanding Initial Debentures which have matured together with accrued and unpaid interest thereon. Subject to regulatory approval and provided that no Event of Default has occurred and is continuing on maturity of the Initial Debentures, the Corporation may, at its option, on not more than 60 days’ and not less than 30 days’ prior notice, elect to satisfy its obligation to pay the principal amount of the Debentures which have matured together with accrued and unpaid interest by issuing Freely Tradable Shares to such Debentureholders (less any taxes required to be deducted in accordance with Section 2.15). If the Corporation elects to exercise such option, it shall provide details in the Conversion Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule E and provide the necessary details. The number of Freely Tradable Shares to be issued will be determined by dividing the aggregate principal amount of the outstanding Debentures which have matured together with accrued and unpaid interest by the Maturity Date VWAP. No fractional Freely Tradable Shares will be issued on maturity but in lieu thereof the Corporation shall satisfy fractional interests by a cash payment equal to the Current Market Price of any fractional interest. (h) Subject to the Subordination Agreement, not less than Within 30 days prior to following the consummation occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4(h), the Corporation Company shall be obligated to offer to purchase all of the Initial Debentures then outstanding, subject to the exercise of conversion right of holders as set forth below. The terms and conditions of such obligation are set forth below: (i) Not less than Within 30 days prior to following the consummation of a Change of Control, the Corporation Company shall deliver to the Trustee, and the Debenture Trustee shall promptly deliver to the holders of the Initial Debentures, a notice in writing stating that there has been a Change of Control may occur and specifying the date on which such Change of Control is then expected to occur occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an a cash offer in writing (the “Change of Control OfferOffer to Purchase”) to: (A) purchase, on the Change of Control Purchase Date, to purchase all of the Initial Debentures then outstanding from the holders thereof at a price per Initial Debenture equal to 101100% of the principal amount thereof together with accrued and unpaid interest thereon up to but excluding the Change of Control Purchase Date (as defined below) (the “Offer Price”) plus unpaid interest (less any taxes required to be deducted in accordance with Section 2.15) on such Initial Debentures up to, but excluding, the Maturity Date (collectively, the “Total Offer Price”); or (B) convert, on the Change of Control Purchase Date, the Initial Debentures at the Conversion Price; provided, however, that if the Change of Control Notice is delivered to the Debentureholder on or before the date that is 12 months from the Closing Date, then the Conversion Price shall be deemed to be $4.25 per Share (subject to adjustment as set forth herein) such that 235.294 Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted, subject to adjustments for fractional interests in accordance with Section 4.5. (ii) 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 Offer shall specify the date and time on which such offer shall expire. The “Change of Control Purchase Date” shall be the date that is on or immediately prior to the then expected closing date of the Change of Control and as confirmed in writing by the Corporation. On written confirmation from the Corporation, the Debenture Trustee will promptly thereafter deliver, by prepaid courier or mail, the Change of Control Offer to Purchase to the holders of all Initial Debentures then outstanding, at their addresses appearing in the registers of holders of Initial Debentures maintained by the Debenture Trustee. (ii) The Offer to Purchase shall specify the date (the “Expiry Date”) and time (the “Expiry Time”) on which the Offer to Purchase shall expire, which date and time shall not, unless otherwise required by Applicable Securities Legislation, be earlier than the close of business on the 35th day and not later than the close of business on the 60th day following the date on which such Offer to Purchase is delivered or mailed by or on behalf of the Debenture Trustee as provided above. (iii) The Offer to Purchase shall specify that the Offer to Purchase may be accepted by the holders of Initial Debentures by tendering the Initial Debentures so held by them to the Debenture Trustee at its principal office in Toronto, Ontario at or before the Expiry Time together with an acceptance notice (the “Acceptance Notice”) in form and substance acceptable to the Debenture Trustee. (iv) The Offer to Purchase shall state that holders of Initial Debentures may accept the Offer to Purchase in respect of all or a portion (in a minimum amount of $1,000 principal amount and multiples thereof) of their Initial Debentures. (v) The Offer to Purchase shall specify a date (the “Change of Control Purchase Date”) no later than the third Business Day following the Expiry Date on which the Company shall take up and pay for all Initial Debentures duly tendered in acceptance of the Offer to Purchase. (vi) The Company shall, on or before 11:00 a.m. (Toronto time), on the Business Day immediately prior to the Change of Control Purchase Date pay to the Debenture Trustee by wire transfer or such other means as may be acceptable to the Debenture Trustee, an amount of money sufficient to pay the aggregate Offer Price in respect of all Debentures duly tendered to the Offer to Purchase (less any tax required by law to be deducted). The Debenture Trustee, on behalf of the Company, will pay the Offer Price to the holders of Initial Debentures in the respective amounts to which they are entitled in accordance with the Offer to Purchase as aforesaid. (vii) If holders of 90% or more of the aggregate principal amount of Initial Debentures outstanding on the date the Company delivers the Offer to Purchase to the Debenture Trustee (other than Initial Debentures held at the date of the takeover bid by or on behalf of the Offeror, Affiliates or Associates (as such terms are defined in Section 1.1 or Section 11.1 of this Indenture) of the Offeror or anyone acting jointly or in concert with the Offeror, within the meaning of Section 11.1) accept the Offer to Purchase, the Company shall have the right (the “90% Redemption Right”), upon written notice (the “90% Redemption Right Notice”) provided to the Debenture Trustee within 10 days following the Expiry Date, to elect to redeem all the Initial Debentures remaining outstanding at the Offer Price and on the other terms and conditions provided herein. Upon receipt of such notice by the Debenture Trustee, the Debenture Trustee shall promptly provide written notice to each holder of outstanding Initial Debentures (other than those that have accepted the Offer to Purchase) that: (A) the Company has exercised the 90% Redemption Right and is purchasing all outstanding Initial Debentures effective as at the Change of Control Purchase Date at the Offer Price; (B) such holder must surrender its Initial Debentures to the Debenture Trustee within 10 days after the sending of such notice; provided that with respect to a Global Debenture, the obligation to surrender an Initial Debenture to the Debenture Trustee shall be satisfied if the Debenture Trustee makes a notation on the Global Debenture of the principal amount thereof so transferred; and (C) the rights of such holder under the terms of the Initial Debentures and this Indenture shall cease to be effective as of the Change of Control Purchase Date provided the Company has, on or before the date on which the Company delivers the 90% Redemption Notice to the Debenture Trustee, paid the aggregate Offer Price to, or to the order of, the Debenture Trustee and thereafter such holder’s Initial Debentures shall not be considered to be outstanding and such holder shall not have any rights hereunder except to receive such Offer Price to which such holder is entitled upon surrender and delivery of such holder’s Initial Debentures in accordance with the Indenture. (viii) The Company shall, on or before 11:00 a.m. (Toronto time), on the Business Day immediately prior to the date the Company delivers the 90% Redemption Right Notice, pay to the Debenture Trustee by wire transfer or such other means as may be acceptable to the Debenture Trustee, an amount of money sufficient to pay the aggregate Offer Price in respect of all Initial Debentures to be redeemed pursuant to the 90% Redemption Right (less any tax required by law to be deducted). The Debenture Trustee, on behalf of the Company, will pay the Offer Price to the holders of Initial Debentures in the respective amounts to which they are entitled in accordance with the exercise of the 90% Redemption Right as aforesaid upon surrender and delivery of such holders’ Initial Debentures. (ix) The Initial Debentures in respect of which the Company has made payment to the Debenture Trustee in accordance with the terms of this Section 2.4(g) (or the portion thereof tendered in acceptance of the Offer to Purchase) shall thereafter no longer be considered to be outstanding under this Indenture. The Company shall also deposit with the Debenture Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Debenture Trustee in connection with the Offer to Purchase and the exercise of the 90% Redemption Right if applicable. All Initial Debentures in respect of which payment of the Offer Price has been so made shall be cancelled by the Debenture Trustee. (x) In the event a portion of the principal amount only of an Initial Debenture is tendered by a holder thereof in acceptance of the Offer to Purchase, the Company shall execute and deliver to the Debenture Trustee and the Debenture Trustee shall certify and deliver to the holder, without charge to such holder, a certificate representing the principal amount of the Initial Debenture not so tendered in acceptance of the Offer to Purchase. (xi) In connection with an Offer to Purchase, the Company shall comply with all applicable U.S. securities laws, including, without limitation, Regulation 14E under the 1934 Act and all laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the Offer to Purchase. To the extent the provisions of any such laws or rules conflict with the provisions of this Indenture relating to the Offer to Purchase, the Company shall comply with the provisions of such laws or rules and be deemed not to have breached its obligations contained in this Indenture relating to such Offer to Purchase by virtue of such compliance. (h) Any unpaid interest in respect of the Initial Debentures that the Company fails to pay to the holders of Initial Debentures on an interest payment date will form part of the principal amount of such Initial Debentures (the “New Principal Amount”) and will be subject to interest in accordance with the terms of the Initial Debentures. The New Principal Amount will be due and payable on the occurrence of any event giving rise to the obligation of the Company to pay or cause the payment of the redemption price, as the case may be, as part of such price and not prior thereto. (i) If, on any interest payment date, the Company fails to pay the interest on the Initial Debentures in full, the Company will not (i) declare dividends of any kind on the Common Shares, nor (ii) participate in any share buyback or redemption involving the Common Shares, until the Company first pays such interest (or the unpaid portion thereof) to holders of Initial Debentures. (j) The Debenture Trustee shall be provided with the documents and instruments referred to in Sections 2.5(b), (c) and (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”) authorized for issue immediately is limited to an aggregate principal amount of $15,000,000 10,000,000 (before giving effect to the Over-Allotment Option) at an issue price of $1,000 per Debenture (the “Issue Price”) and shall be designated as “10% Convertible Senior Secured Debentures”, which consists of the Debentures offered in the Offering. The Corporation has granted the underwriter of the Offering an option, exercisable at the Issue Price at any time until 30 days following the Closing of the Offering, to purchase up to 15% of the principal amount of the Initial Debentures on the same terms and conditions as the Offering for the purposes of covering over-allotments, if any (the “Over-Allotment Option”). In the event the Over-Allotment Option is exercised in full, the Initial Debentures authorized for issue immediately shall be limited to an aggregate principal amount of $11,500,000. (b) The Initial Debentures shall be dated as of the Closing Date date of issue of the Initial Debentures and shall mature May 31on September 30, 2020, 2017 (the “Maturity Date” for the Initial Debentures). (c) The Initial Debentures shall bear interest from and including Closing Date the date of issue at the rate of 10% per annum (based on a year of 365 daysdays and the actual number of days in the relevant interest period), payable in arrears in semi-annual payments equal (with the exception of the first interest payment payment, which will include interest from and including the Closing Datedate of issue of the Initial Debentures as set forth below) semi-annual payments in arrears on May March 31 and November September 30 of in each year, the first such payment to fall due on November 30March 31, 2017 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 or the earlier date of prepayment, repurchase or conversion of the Initial Debentures) to fall due on May 31September 30, 2020 or an earlier date of prepayment, repurchase or conversion2017, 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, computed on the basis of a 365 day year. Each payment of interest on the Initial Debentures will include interest accrued for the period commencing on and including the immediately preceding Interest Payment Date (or, if none, the initial issuance date of the Initial Debentures) to but excluding the next following Interest Payment Date (or prepayment, repurchase or conversion date, as the case may be). For certainty, the initial first interest payment will include interest accrued from and including the Closing Date, date of issue of the Initial Debentures to, but excluding November 30excluding, 2017March 31, which 2013. Any payment required to be made on any day that is not a Business Day will be equal to $48.49 for each $1,000 principal amount of Initial Debenturesmade on the next succeeding Business Day. The record dates for the payment of interest on the Initial Debentures will be the close of business on the sixth fifth Business Day prior to each the applicable Interest Payment Date. (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 September 30, 2015, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after September 30, 2015 and at any time prior to the Maturity Date of the Initial Debentures, provided that the Current Market Price at the time of the Redemption Notice is not less than 125% of the Conversion Price, 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 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”. The Redemption Price, including any accrued and unpaid interest on such Initial Debentures to be redeemed, will be paid in cash. (e) The Guarantee Liabilities will rank in priority to any other obligations of NAT US to the extent the Guarantee Liabilities are secured by the Security Interest constituted by the Security Documents and otherwise will be subordinated to the Senior Indebtedness of NAT 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. (f) Upon and subject to the terms provisions and conditions of this Indenture, including Article 46 and Section 3.7, the principal amount holder of each Initial Debenture will be convertible into Freely Tradable Shares, shall have the right at the option of the Debentureholdersuch holder’s option, at any time prior to the earlier of the close of business on the Business Day immediately precedingearlier 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 prepayment, redemption by notice to the date specified by the Corporation for prepayment holders of the Initial Debentures; (iii) if the Initial Debentures are called for Early Conversion, the date specified by the Corporation for Early Conversion of the Initial Debentures; or (ivin accordance with Sections 2.4(d) if subject to repurchase pursuant to a Change of Control, the date specified by the Corporation for repurchase and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Section 2.4(d) and Article 4 6 in respect of the Initial Debentures) at a price per Freely Tradable Share equal ), to the Conversion Priceconvert any part, initially being a conversion rate of 200 Freely Tradable Shares per $1,000 or an integral multiple thereof, of the principal amount of Debentures, subject to a minimum conversion amount of $5,000 and subject to adjustments for fractional interests in accordance with Section 4.4. Upon a voluntary conversion by a Debentureholder, the Corporation may offer and such Debentureholder (in the Debentureholder’s discretion) may agree to the delivery of cash for all or a portion of the Initial Debentures converted in lieu of Freely Tradable Debenture into Common Shares in accordance with Section 4.12. Debentureholders converting their Debentures will be entitled to receive, in addition to the applicable number of Freely Tradable Shares (or cash in lieu), accrued and unpaid interest (less any taxes required to be deducted in accordance with Section 2.15) on such Debentures, payable at the option of the Corporation Conversion Price in cash or Freely Tradable Shares in accordance with Section 2.14(b)(ii) in respect thereof for the period from the last Interest Payment Date (or the Closing Date if there has not yet been an Interest Payment Date) up to, but excluding, effect on the Date of Conversion. The Conversion Notice for the Initial Debentures shall be substantially in the form of Schedule B. To the extent a conversion redemption is a conversion redemption in part only of the Initial Debentures as contemplated by Section 4.2Debentures, 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 $2.90 such that approximately 344.8276 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 provision 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 the event that a Debentureholder exercises its conversion rights contemplated by this Section 2.4(d) and Article 4 less than five Business Days in advance respect of the Time Debenture so surrendered for conversion shall not become the holder or holders of Expiry, record of such Common Shares until the Trustee and the Corporation shall use their respective commercially reasonable efforts to deliver cash and/or Freely Tradable Shares, as the case may be, to Business Day following such Debentureholder as soon as reasonably practicable following receipt of the Conversion NoticeInterest 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(h) may be surrendered for conversion only upon the withdrawal of if such notice is withdrawn in accordance with this Indenture. (eg) Upon The Initial Debentures shall be issued in denominations of $1,000 and subject to integral multiples of $1,000. Each Initial Debenture and the terms 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 Debenture Legend), with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and conditions may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, including Article 5 and 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 Subordination Agreement, prior to the Maturity Date at any time that the 20-day VWAP on the TSX exceeds 115% Board of the Conversion Price and provided that no Event of Default has occurred and is continuing and subject to the satisfaction or waiver of the conditions of Section 5.6, on not more than 60 days’ but not less than 30 days’ prior written notice to Debentureholders as provided for in Section 5.3 (the “Early Conversion”), the Corporation shall be entitled to convert Debentures in whole or in part, including any accrued but unpaid interest, into Freely Tradable Shares at the Conversion Price; provided however, if the conversion is to occur within 12 months after the Closing Date, then the Conversion Price will be reduced to $4.25 per Share (subject to adjustment Directors executing such Initial Debenture in accordance with Section 4.4) (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 “Early Conversion Price”)Trustee shall approve. Notwithstanding the foregoing, and Debentureholders whose Debentures are being so converted will an Initial Debenture may be entitled in such other form or forms as may, from time to receive the interest that would have accrued during the 12-month period from the Closing Date in accordance with the terms time, be approved by a resolution of the Debenture (less any taxes required to be deducted Board of Directors, or as specified in accordance with Section 2.15)an Officers’ Certificate. The Early Conversion Notice for 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 substantially issued in the form of Schedule C. If, prior to one or more Global Debentures and/or one or more Definitive Debentures at the delivery option of a conversion notice by the Corporation, a Debentureholder has elected ; provided however that any Initial Debentures that are required to convert its Debentures in whole or in part, then bear the Corporation’s conversion notice will be deemed to be void, but without prejudice to the Corporation’s right to deliver further notice of intention to convert any or all of such Debentureholder’s Debentures remaining outstanding. Early conversion is subject to a minimum conversion amount of $5,000. If regulatory approval to pay interest in Freely Tradable Shares on an early conversion is not obtained, subject to the Subordination Agreement, such interest will be paid in cash. (f) Upon and subject to the terms and conditions of this Indenture, including Article 6, and the Subordination Agreement and subject to regulatory approval and provided that no Event of Default has occurred and is continuing, any time after 12 months from the Closing Date and at any time prior to the Maturity Date, with not less than 30 days’ prior written notice to Debentureholders, the Corporation U.S. Legend shall be entitled to prepay the principal amount of the Debentures in whole or in part, plus accrued interest thereon (less any taxes required to be deducted in accordance with Section 2.15), in cash (the “Prepayment Price”), provided however, that if the Prepayment Date occurs: (i) within 24 months of the Closing Date, then Debentureholders whose Debentures are being so prepaid will be entitled to receive (1) an additional payment in the amount of 5% of the Prepayment Price and (2) the interest that would have accrued from the Prepayment Date to, but excluding, the day that is 24 months from the Closing Date; or (ii) after 24 months of the Closing Date but prior to the Maturity Date, then Debentureholders whose Debentures are being so prepaid will be entitled to receive the interest that would have accrued from the Prepayment Date to, but excluding, the Maturity Date in accordance with Section 6.5. The Prepayment Notice for the Initial Debentures shall be substantially issued in the form of Schedule D. Notwithstanding any other terms herein, if such Prepayment Date is after a record date for one or more Definitive Debentures and may not be issued in the payment form of interest on the Initial one or more Global Debentures. The Global Debentures but prior to an Interest Payment Date, then the interest payable on such Interest Payment Date will be paid to registered in the holder of record name of the Debentures Depository which, as of the relevant record date as if there had been no prepayment as hereof, shall be CDS (or any nominee of the relevant record date. (gDepository). No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.4(g) Upon and subject to the terms and conditions of this Indenture, including Article 8, the Corporation will on the Maturity Date repay the indebtedness represented by the Initial Debentures by paying to the Section 3.2. A Global Debenture Trustee in lawful money of Canada an amount equal to the principal amount of the outstanding Initial Debentures which have matured together with accrued and unpaid interest thereon. Subject to regulatory approval and provided that no Event of Default has occurred and is continuing on maturity of the Initial may be exchanged for Definitive Debentures, the Corporation may, at its option, on not more than 60 days’ or transferred to and not less than 30 days’ prior notice, elect to satisfy its obligation to pay the principal amount of the Debentures which have matured together with accrued and unpaid interest by issuing Freely Tradable Shares to such Debentureholders (less any taxes required to be deducted in accordance with Section 2.15). If the Corporation elects to exercise such option, it shall provide details registered in the Conversion Notice name of a person other than the Depository for such Global Debentures or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures nominee thereof, as provided in substantially the form of Schedule E and provide the necessary detailsSection 3.2. The number of Freely Tradable Shares to be issued Definitive Debentures will be determined by dividing registered in the aggregate principal amount names of each holder thereof as provided in Section 3.1. A Definitive Debenture may be exchanged, or transferred to and registered in the outstanding Debentures which have matured together with accrued and unpaid interest by name of a person other than the Maturity Date VWAP. No fractional Freely Tradable Shares will be issued on maturity but registered holder thereof, as provided in lieu thereof the Corporation shall satisfy fractional interests by a cash payment equal to the Current Market Price of any fractional interestSection 3.2. (h) Subject to the Subordination Agreement, not less than Within 30 days prior to following the consummation occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4(h), the Corporation shall be obligated to offer to purchase all of the Initial Debentures then outstanding, subject to the exercise of conversion right of holders as set forth below. The terms and conditions of such obligation are set forth below: (i) Not less than Within 30 days prior to following the consummation 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 may occur and specifying the date on which such Change of Control is then expected to occur 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: , at the option of the holder of the Initial Debentures, either: (Ai) purchase, on the Change of Control Purchase DateDate (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 all applicable laws, including Applicable Securities Legislation, at a price per Initial Debenture equal to 101100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest (less any taxes required to be deducted in accordance with Section 2.15) on such Initial Debentures up to, but excluding, the Maturity Change of Control Purchase Date (collectively, the “Total Offer Price”); or or (Bii) convert, on the Change of Control Purchase Date, convert the Initial Debentures at the Conversion Price; provided, however, that if the Change of Control Notice is delivered to the Debentureholder on or before the date that is 12 months from the Closing Date, then the Conversion Price shall be deemed to be $4.25 per Share (subject to adjustment as set forth herein) such that 235.294 Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted, subject to adjustments for fractional interests in accordance with Section 4.5. (ii) 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 Offer shall specify the date and time on which such offer shall expire. The “Change of Control Purchase Date” shall be the date that is on or immediately prior to 30 Business Days after the then expected closing date of that the Change of Control Notice and as confirmed in writing by the Corporation. On written confirmation from the Corporation, the Trustee will promptly thereafter deliver, by prepaid courier or mail, the Change of Control Purchase Offer are delivered to the holders of all Initial Debentures then outstanding, at their addresses appearing in the registers of holders of Initial Debentures maintained by the TrusteeDebentures.