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

Form and Terms of Initial Debentures. (1) The first series of Debentures (the “Initial Debentures”) authorized for issue immediately is limited to an aggregate principal amount of US$49,257,572.60 which shall be designated as “Senior Secured Convertible Debentures”. (2) The Initial Debentures shall be dated as of the date of closing of the Offering and shall mature on May 25, 2021 (the “Maturity Date” for the Initial Debentures). (3) The Initial Debentures shall be bear no interest and shall be issued as Original Issue Discount Debentures with an issue price of US$812.06 per US$1,000 of principal amount of the Initial Debentures. (4) At any time following November 25, 2018 and prior to the Maturity Date, the Initial Debentures may be redeemed at the option of the Company, in accordance with this Section 2.4(4) and Article 4 on notice as provided for in Section 4.3 at the Redemption Prices (expressed with respect to the aggregate principal amount of the Initial Debentures as of the Issue Date) set forth below based on the Redemption Dates provided in Exhibit 1 to this Indenture. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. (5) Upon and subject to the provisions and conditions of Article 6 and Section 3.6, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earliest of (i) the Maturity Date of the Initial Debentures; or (ii) if the Initial Debentures are called for redemption, on the Business Day immediately preceding the date specified by the Company for redemption of the Initial Debentures, subject to the satisfaction of certain conditions in this Indenture and by notice to the holders of Initial Debentures in accordance with Section 2.4(4) and Section 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part of the Accrued Principal Amount as at such date converted of an Initial Debenture into Units at the Conversion Price in effect on the Date of Conversion. For the purposes hereof, the “Accrued Principal Amount” of the aggregate Initial Debentures are set forth in Exhibit 2 to this Indenture based on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. For the purposes of the Initial Debentures, any reference to the repayment, redemption or conversion of the principal thereof (whether at the Maturity Date, a Redemption Date, a Date or Conversion, upon acceleration or otherwise) in this Indenture, the Debenture Certificate, the Security Documents or any related document shall be deemed to refer to the Accrued Principal Amount thereof as at such applicable date. The Conversion Price for each Unit to be issued upon the conversion of Initial Debentures shall be equal to C$0.74 such that approximately 85,208,944 Units (comprising of 85,208,944 Common Shares and 42,604,472 Warrants) may be issued for each US$1,000 principal amount of Initial Debentures so converted, converted to US$ based on the closing spot rate published by the Bank of Canada as of five (5) Business Days prior to the date of this Indenture being US$1.2801. Except as provided below, no adjustment in the number of Units to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6. No fractional Common Share will be issued, and the number of Common Shares so issuable will be rounded down to the nearest whole number. No fractional Warrants will be issued, other than in integrals of one-half Warrants, and the number of Warrants so issuable will be rounded down to the nearest one-half Warrant. The Conversion Price applicable to, and the Units, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. (6) The Initial Debentures shall be issued in any US$ denomination. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule “A”, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Managers executing such Initial Debenture in accordance with Section 2.6 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be approved by a resolution of the Managers, or as specified in an Officer’s Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Debenture Certificates, which shall bear the Canadian Legend and U.S. Legend, if applicable.

Form and Terms of Initial Debentures. (1a) The first series of Debentures (the “"Initial Debentures”") authorized for issue immediately is limited to an aggregate principal amount of US$49,257,572.60 which $12,075,000 and shall be designated as “"8.00% Senior Secured Unsecured Convertible Debentures”". (2b) The Initial Debentures shall be dated as of the date of closing of the Offering and issue thereof, shall mature on May 25, 2021 the date (the “"Initial Debenture Maturity Date” for ") that is 24 months from the date of issuance of the Initial Debentures)Debentures and shall bear interest (subject to the provisions of Section 2.11) from the applicable Special Warrant Closing Date to the Initial Debenture Maturity Date at the rate of 8.00% per annum, payable in equal semi-annual payments in arrears on June 30 and December 31 in each year, the first such payment to fall due on June 30, 2019 and to include interest accrued from the applicable Special Warrant Closing Date to, but excluding, June 30, 2019, and the last such payment to fall due on the Initial Debenture 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. Interest will be computed on the basis of a 360 day year composed of twelve 30-day months. (3c) Other than in connection with a Change of Control as set forth in Section 2.4(g), the Initial Debentures shall not be redeemable by the Corporation. (d) The Initial Debentures shall will be bear no interest senior unsecured obligations of the Corporation and shall be issued as Original Issue Discount Debentures with an issue price rank pari passu in right of US$812.06 per US$1,000 payment of principal amount and interest with all other Debentures issued under this Indenture or other 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 Initial Debentures. (4) At any time following November 25, 2018 and prior to the Maturity DateCorporation. For greater certainty, the Initial Debentures may will be redeemed at the option of the Company, in accordance with this Section 2.4(4) and Article 4 on notice as provided for in Section 4.3 at the Redemption Prices (expressed with respect subordinate to the aggregate principal amount of the Initial Debentures as of the Issue Date) set forth below based on the Redemption Dates provided in Exhibit 1 to this Indenture. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”any Secured Indebtedness. (5e) Upon and subject to the provisions and conditions of Article 6 and Section 3.66, the holder of each Initial Debenture shall have the right right, at such holder’s 's option, at any time prior to the close of business 5:00 p.m. (Calgary time) on the earliest of earlier of: (i) the Maturity Date of the Initial Debentures; or (ii) if the Initial Debentures are called for redemption, on the last Business Day immediately preceding the Initial Debenture Maturity Date; and (ii) the date specified by the Company fixed for redemption pursuant to a Change of the Initial Debentures, subject to the satisfaction of certain conditions in this Indenture and by notice to the holders of Initial Debentures in accordance with Section 2.4(4) and Section 4.3 Control (the earlier of which will be the “"Time of Expiry” " for the purposes of Article 6 in respect of the Initial Debentures), to convert the whole or, in the case of a Debenture of a denomination in excess of $1,000, any part which is $1,000 or an integral multiple thereof, of the Accrued Principal Amount as at principal amount of such date converted of an Initial Debenture into Units Common Shares at the then applicable Conversion Price. The Conversion Price in effect on the Date of Conversion. For the purposes hereof, the “Accrued Principal Amount” of the aggregate Initial Debentures are set forth in Exhibit 2 to this Indenture based on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, date hereof and that shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. For the purposes of the Initial Debentures, any reference to the repayment, redemption or conversion of the principal thereof (whether at the Maturity Date, a Redemption Date, a Date or Conversion, upon acceleration or otherwise) in this Indenture, the Debenture Certificate, the Security Documents or any related document shall be deemed to refer to the Accrued Principal Amount thereof as at such applicable date. The Conversion Price apply for each Unit Common Share to be issued upon the conversion of the Initial Debentures shall be equal to C$0.74 $3.00 such that approximately 85,208,944 Units (comprising of 85,208,944 333.33 Common Shares and 42,604,472 Warrants) may shall be issued for each US$$1,000 principal amount of Initial Debentures so converted, converted to US$ based on the closing spot rate published by the Bank of Canada as of five (5) Business Days prior to the date of this Indenture being US$1.2801. Except as provided for below, no adjustment in the number of Units to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion or for interest accrued on Initial Debentures surrendered for conversion; however, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares an Initial Debenture so surrendered for conversion in accordance with Article 6. No fractional Common Share will Section 6.3 shall be issued, entitled to receive in cash accrued and unpaid interest in respect thereof up to and including the number Date of Common Shares so issuable will be rounded down to Conversion of the nearest whole number. No fractional Warrants will be issued, other than in integrals of one-half Warrants, and the number of Warrants so issuable will be rounded down to the nearest one-half WarrantInitial Debentures. The Conversion Price applicable to, and to the UnitsCommon Shares, securities or other property receivable on the conversion of, of the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.56.4. For the Initial Debentures only, the provisions of Section 6.4 and any applicable adjustments to the Conversion Price shall apply from the date of this Indenture, notwithstanding that Initial Debentures may be issued by the Corporation on a date (or dates) that is subsequent to the date of this Indenture. (6f) The Initial Debentures shall be issued only in any US$ denomination. Each Initial Debenture denominations of $1,000 and integral multiples of $1,000 and the certificate of Indenture Trustee is hereby appointed as registrar and transfer agent for the Trustee endorsed thereon Initial Debentures. The Initial Debentures may be issued in both certificated and uncertificated form. The Initial Debentures issued in certificated form shall be issued evidenced by certificates endorsed by the Indenture Trustee and shall be in substantially the form set out forth in Schedule “"A”, with such insertions, omissions, substitutions or other variations as " hereto. The Initial Debentures 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 Managers executing such Initial Debenture in accordance with Section 2.6 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Indenture Trustee may approve. Interest on the Initial Debentures will be payable in accordance with Section 2.15. (g) Subject to the provisions and conditions of this Section 2.4(g), Debentureholders will have the right to require the Corporation to repurchase the Initial Debentures on the date that is 30 days following the Corporation giving notice of a Change of Control. The terms and conditions of such obligation are set forth below: (i) Within 10 Business Days of the occurrence of a Change of Control, the Corporation shall deliver to the Indenture Trustee, and the Indenture Trustee shall approvepromptly deliver to the holders of the Initial Debentures, written notice: (A) describing the transaction or transactions that constitute the Change of Control (a "Change of Control Notice"); and (B) offering to purchase the Initial Debentures (the "Change of Control Offer"), on the date specified in the notice, which date will be 30 days from the date the Corporation provides the Change of Control Notice (the "Change of Control Payment Date"). Notwithstanding Pursuant to the foregoingChange of Control Offer, the Corporation shall offer to purchase the Initial Debentures then outstanding from the holders thereof, in whole or in part at the option of the holders thereof, at a price per Initial Debentures equal to 105% of the principal amount thereof plus accrued and unpaid interest on such Initial Debentures up to, and including, the Change of Control Payment Date (the "Total Offer Price"). If such Change of Control Payment Date is after a record date for the payment of interest on 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 Initial Debentures on the relevant record date. The Change of Control Offer shall specify the date and time on which such offer shall expire which may not be less than 5 Business Days prior to the Change of Control Payment Date. (ii) The Corporation must comply with the requirements of Applicable Securities Legislation and regulations in connection with the repurchase of the Initial Debentures as a result of a Change of Control. To the extent that the provisions hereof governing the requirement to make or the method of making a Change of Control Offer directly conflict with any such Applicable Securities Legislation or regulations, the Corporation will be required to comply with such laws and regulations and will not be deemed to have breached such provisions hereof by virtue of compliance with such laws and regulations. (iii) To accept the Change of Control Offer, a holder of Initial Debentures must deliver a written notice of such acceptance, in the form attached hereto as Schedule "B", to the Indenture Trustee not less than 5 Business Days prior to the Change of Control Payment Date together with: (A) the Initial Debentures with respect to which the Change of Control Offer is being accepted, duly endorsed for transfer; or (B) if the Initial Debentures have been issued as global Debentures, a duly endorsed form of transfer. (iv) If 90% or more of the aggregate principal amount of Initial Debentures outstanding on the date the Corporation provides the Change of Control Notice are tendered for purchase pursuant to the Change of Control Offer, the Corporation will have the right to elect to redeem all the Initial Debentures remaining outstanding at the Total Offer Price as at the Change of Control Payment Date (the "90% Redemption Right") and on the other terms and conditions provided herein. (v) Upon receipt of notice that the Corporation has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Initial Debentures, the Indenture Trustee shall promptly provide written notice to each Debentureholder that did not previously accept the Change of Control Offer that: (A) the Corporation has exercised the 90% Redemption Right and is purchasing all outstanding Initial Debentures effective on the expiry of the Change of Control Offer at the Total Offer Price, and shall include a calculation of the amount payable to such holder as payment of the Total Offer Price as at the Change of Control Payment Date; (B) each such holder must surrender their Initial Debentures to the Indenture Trustee on the same terms as those holders that accepted the Change of Control Offer and must send their respective Initial Debentures to the Indenture Trustee within 10 days after the sending of such notice by the Indenture Trustee provided that with respect to a global Debenture, the obligation to surrender an Initial Debenture to the Indenture Trustee shall be satisfied if the Indenture 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 being effective as of the date of expiry of the Change of Control Offer provided the Corporation has, on or before the time of notifying the Indenture Trustee of the exercise of the 90% Redemption Right, paid the aggregate Total Offer Price to, or to the order of, the Indenture Trustee and thereafter the Initial Debentures shall not be considered to be outstanding and the holder thereof shall not have any right except to receive such holder's Total Offer Price upon surrender and delivery of such holder's Initial Debentures in accordance with the Indenture. (vi) The Corporation shall on or before the Business Day immediately prior to the Change of Control Payment Date, deposit with the Indenture Trustee or any paying agent to the order of the Indenture Trustee, such sums of money as may be sufficient to pay the aggregate Total Offer Price of the Initial Debentures to be purchased or redeemed by the Corporation on the Change of Control Payment Date (less any tax required by law to be deducted). The Corporation shall also deposit with the Indenture Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Indenture Trustee in connection with such purchase. Every such deposit shall be irrevocable. From the sums so deposited, the Indenture Trustee shall pay or cause to be paid to the holders of such Initial Debentures, the Total Offer Price to which they are entitled (less any tax required by law to be deducted) on the Corporation's purchase. All Initial Debentures in respect of which payment of the Total Offer Price has been made shall be cancelled by the Indenture Trustee. (vii) In the event that one or more of such Initial Debentures being purchased in accordance with this Section 2.4(g) becomes subject to purchase in part only, upon surrender of such Initial Debentures for payment of the Total Offer Price, the Corporation shall execute and the Indenture Trustee shall certify and deliver without charge to the holder thereof or upon the holder's order, one or more new Initial Debentures for the portion of the principal amount of the Initial Debentures not purchased. (viii) Initial Debentures for which holders have accepted the Change of Control Offer and Initial Debentures which the Corporation has elected to redeem in accordance with this Section 2.4(g) shall become due and payable at the Total Offer Price on the Change of Control Payment Date, in the same manner and with the same effect as if it were the date of maturity specified in such other form Initial Debentures, anything therein or forms as mayherein to the contrary notwithstanding, and from time and after the Change of Control Payment Date, if the money necessary to timepurchase or redeem, be approved by a resolution of the Managers, or as specified in an Officer’s Certificate. The Initial Debentures may shall have been deposited as provided in this Section 2.4(g) and affidavits or other proofs satisfactory to the Indenture Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest on the Initial Debentures shall cease. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be engraveddecided by the Indenture Trustee whose decision shall be final and binding upon all parties in interest. (ix) Subject to the provisions above related to Initial Debentures purchased in part, lithographed, printed, mimeographed or typewritten or partly in one form all Initial Debentures redeemed and partly in another. The paid under this Section 2.4(g) shall forthwith be delivered to the Indenture Trustee and cancelled and thereafter no longer considered to be outstanding and no Initial Debentures shall be issued in substitution therefor. (x) In case the form holder of one any Initial Debentures to be purchased or more Debenture Certificates, which redeemed in accordance with this Section 2.4(g) shall bear fail on or before the Canadian Legend and U.S. LegendChange of Control Payment Date to surrender such holder's Initial Debentures or shall not within such time accept payment of the monies payable or give such receipt therefor, if applicableany, as the Indenture Trustee may require, such monies may be set aside and held in trust, without interest, at the election of the Indenture Trustee in either the deposit department of the Indenture Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum so set aside and the Debentureholder shall have no other right except to receive payment of the monies so paid and deposited upon surrender and delivery up of such holder's Initial Debentures. In the event that any money required to be deposited hereunder with the Indenture Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on Initial Debentures issued hereunder shall remain so deposited for a period of 3 years less one (1) day from the Change of Control Payment Date, then such monies, together with any accumulated interest thereon, shall at the end of such period be paid over or delivered over by the Indenture Trustee or such depository or paying agent to the Corporation on its demand.

Form and Terms of Initial Debentures. (1) The first series of Debentures (the “Initial Debentures”) authorized for issue immediately is limited to an aggregate principal amount of US$49,257,572.60 which up to $5,000,000 and shall be designated as “Senior Secured 5.0% Unsecured Convertible Debentures”. (2) The Initial Debentures shall be dated as of the date of closing of the Offering Issue Date, and shall mature on May 25April 7, 2021 2025 (the “Maturity Date” for the Initial Debentures). (3) The Initial Debentures shall be bear no interest and shall be issued as Original from the Issue Discount Debentures with an issue price Date thereof at the rate of US$812.06 5.0% per US$1,000 annum (based on a year of principal amount 360 days comprised of twelve 30-day months), payable only on the Maturity Date of the Initial DebenturesDebentures or upon the exercise of the 90% Redemption Right pursuant to subsection 2.5(7), and after as well as before default, with interest on amounts in default or after maturity at the same rate, compounded semi-annually. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record date for the payment of interest on the Initial Debentures will be that date which is five Business Days prior to the Maturity Date. (4) At any time following November 25, 2018 and prior to the Maturity Date, the The Initial Debentures may will be redeemed at the option subordinated to all existing and future Secured Indebtedness of the Company, Corporation in accordance with the provisions of Article 5. The Initial Debentures will rank pari passu with each other series of Debentures issued under this Section 2.4(4Indenture 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 Article 4 on notice as provided for in Section 4.3 at the Redemption Prices (expressed with respect to the aggregate principal amount future unsecured indebtedness of the Initial Debentures as of the Issue Date) set forth below based on the Redemption Dates provided in Exhibit 1 to this Indenture. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”Corporation. (5) Upon and subject to the provisions and conditions of Article 6 and Section 3.6, the holder of each Initial Debenture shall have the right at such holder’s optionSection 3.7 and Article 6, at any time prior to the close of business on the earliest of (i) the Maturity Date of the Initial Debentures; or (ii) if the Initial Debentures are called for redemption, may be converted into the Underlying Securities on the Business Day immediately preceding the date specified by the Company for redemption of the Initial Debentures, following terms and subject to the satisfaction following conditions: (a) In the event the Corporation completes a Public Listing and upon giving the Debentureholders advance written notice by way of certain conditions in this Indenture a news release and by concurrently providing a written notice to the holders of Initial Debentures Trustee in accordance with Section 2.4(4) and Section 4.3 13.3 (the earlier of which will be “Forced Conversion Notice”), the “Time of Expiry” for the purposes of Article 6 in respect principal amount of the Initial Debentures)Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) will, to convert any part upon surrender of the Accrued Principal Amount as Debenture Certificate, automatically convert into the Underlying Securities at such date converted the following conversion price (the “Conversion Price”): (i) in the event the Corporation completes a Public Listing on a Recognized Stock Exchange in Canada, the principal amount of an the Initial Debenture Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) will automatically convert into Units at the Conversion Price equal to a 20% discount to the IPO Price and each Warrant (of which one-half forms part of the Unit) will be exercisable for one Common Share at a price equal to a 218% premium to the IPO Price for a period of 24 months from the date of such Public Listing; or (ii) in effect the event the Corporation completes a Public Listing on a Recognized Stock Exchange in the Date of Conversion. For the purposes hereofUnited States, the “Accrued Principal Amount” of the aggregate Initial Debentures are set forth in Exhibit 2 to this Indenture based on the Date of Conversion. To the extent a redemption is a redemption in part only principal amount of the Initial Debentures, such right Debentures and all accrued and unpaid interest thereon (less any tax required by law to convert, if not exercised prior be deducted or withheld) will automatically convert into Common Shares at a Conversion Price equal to the applicable Time lesser of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable (i) a 40% discount to the next succeeding Time of Expiry. For the purposes of the Initial Debentures, any reference to the repayment, redemption or conversion of the principal thereof IPO Price; and (whether at the Maturity Date, a Redemption Date, a Date or Conversion, upon acceleration or otherwiseii) in this Indenture, the Debenture Certificate, the Security Documents or any related document $5.00 and such Common Shares issued shall be deemed subject to refer to a six month hold period from the Accrued Principal Amount thereof as at completion of such applicable date. Public Listing. (b) The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the Corporation completes a Public Listing. (c) The Conversion Price for each Unit Underlying Security to be issued upon the conversion of Initial Debentures shall be equal to C$0.74 such that approximately 85,208,944 Units as set out in subsection 2.5(b) and (comprising of 85,208,944 Common Shares and 42,604,472 Warrants) may be issued for each US$1,000 principal amount of Initial Debentures so convertedc), converted to US$ based on the closing spot rate published by the Bank of Canada as of five (5) Business Days prior to the date of this Indenture being US$1.2801applicable. Except as provided below, no adjustment in the number of Units the Underlying Securities 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 Share Underlying Securities will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the number Current Market Price as of Common Shares so issuable will the date of conversion, provided, however, the Corporation shall not be rounded down required to the nearest whole number. No fractional Warrants will be issued, other make any payment of less than in integrals of one-half Warrants, and the number of Warrants so issuable will be rounded down to the nearest one-half Warrant$5.00. The Conversion Price applicable to, and the Units, securities Underlying Securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.56.3. The Conversion Price will not be adjusted for accrued interest. (d) If any Initial Debenture becomes issuable after the Forced Conversion Date, such Initial Debenture shall not be issued, and the Person that would otherwise have been entitled to receive such Initial Debenture shall instead receive the number of Common Shares that such Person would be entitled to receive upon conversion of such Initial Debenture in accordance with this Indenture, as adjusted in accordance with Section 6.3 (including, for greater certainty, in connection with any event occurring after the Forced Conversion Date). (e) An Initial Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Offer pursuant to the provisions of subsection 2.5(7) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (6) The Initial Debentures shall be issued in any US$ denominationdenominations of $10, and integral multiples thereof and to CDS in denominations of $1,000 and integral multiples thereof. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule “A”, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined more particularly specified by the Managers executing such Initial Debenture Corporation in accordance with Section 2.6 hereof, as conclusively evidenced by their execution of an Initial Debenturewriting to the Trustee. 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 be, approved by a resolution of the ManagersBoard of Directors, or as specified in an Officer’s Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. (7) Within 30 days prior to the consummation of a Change of Control, and subject to the provisions and conditions of this subsection 2.5(7), the Corporation shall, at the discretion of the holders of Initial Debentures, be obligated to offer to purchase or convert all of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (a) Not less than 30 days 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, notice of the Change of Control (a “Change of Control Notice”) specifying the date on which such Change of Control will occur and the circumstances or events giving rise to such Change of Control, and the Debentureholders shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 105% of the principal amount thereof plus unpaid interest to the Maturity Date (the “Offer Price”); or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). (b) If 90% or more in aggregate principal amount of Initial Debentures outstanding on the date the Corporation provides the Change of Control Notice to holders of the Initial Debentures have been surrendered for purchase pursuant to the Change of Control Offer on the expiration thereof, the Corporation has the right upon written notice provided to the Trustee within 10 days following the expiration of the Change of Control Offer, to redeem all the Initial Debentures remaining outstanding on the expiration of the Change of Control Offer at the Offer Price as at the Change of Control Purchase Date (the “90% Redemption Right”). (c) Upon receipt of notice that the Corporation has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Initial Debentures, the Trustee shall promptly provide written notice to each Debentureholder that did not previously accept the Change of Control Offer that: (i) the Corporation has exercised the 90% Redemption Right and is purchasing all outstanding Initial Debentures effective on the expiry of the Change of Control Offer at the Offer Price, and shall include a calculation of the amount payable to such holder as payment of the Offer Price as at the Change of Control Purchase Date; (ii) each such holder must transfer their Initial Debentures to the Trustee on the same terms as those holders that accepted the Change of Control Offer and must send their respective Initial Debentures, duly endorsed for transfer, to the Trustee within 10 days after the sending of such notice; and (iii) the rights of such holder under the terms of the Initial Debentures and this Indenture cease effective as of the date of expiry of the Change of Control Offer provided the Corporation has, on or before the time of notifying the Trustee of the exercise of the 90% Redemption Right, paid the Offer Price to, or to the order of, the Trustee and thereafter the Initial Debentures shall not be considered to be outstanding and the holder shall not have any right except to receive such holder’s Offer Price upon surrender and delivery of such holder’s Initial Debentures in accordance with the Indenture. (d) The Corporation shall, on or before 11:00 a.m. (Vancouver time) on the Business Day immediately prior to the Change of Control Purchase Date, deposit with the Trustee or any paying agent to the order of the Trustee, such sums of money as may be sufficient to pay the Offer Price of the Initial Debentures to be purchased or redeemed by the Corporation on the Change of Control Purchase Date (less any tax required by law to be deducted or withheld in respect of accrued and unpaid interest), provided the Corporation may elect to satisfy this requirement by providing the Trustee with a wire transfer for such amounts required under this clause 2.5(7)(d). The Corporation shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with such purchase. Every such deposit shall be irrevocable. From the sums so deposited, the Trustee shall pay or cause to be paid to the holders of such Initial Debentures, the Offer Price to which they are entitled (less any tax required by law to be deducted or withheld in respect of accrued and unpaid interest) on the Corporation’s purchase. (e) In the event that one or more of such Initial Debentures being purchased in accordance with this subsection 2.5(7) becomes subject to purchase in part only, upon surrender of such Initial Debentures for payment of the Offer Price, the Corporation shall execute and the Trustee shall certify or authenticate and deliver without charge to the holder thereof or upon the holder’s order, one or more new Initial Debentures for the portion of the principal amount of the Initial Debentures not purchased. (f) Initial Debentures for which holders have accepted the Change of Control Offer and Initial Debentures which the Corporation has elected to redeem in accordance with this subsection 2.5(7) shall become due and payable at the Offer Price on the Change of Control Purchase Date, in the same manner and with the same effect as if it were the date of maturity specified in such Initial Debentures, anything therein or herein to the contrary notwithstanding, and from and after the Change of Control Purchase Date, if the money necessary to purchase or redeem, or the Common Shares necessary to purchase or redeem, the Initial Debentures shall have been deposited as provided in this subsection 2.5(7) and affidavits or other proofs satisfactory to the Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest on the Initial Debentures shall cease. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Trustee whose decision shall be final and binding upon all parties in interest. (g) In case the holder of any Initial Debenture to be purchased or redeemed in accordance with this subsection 2.5(7) shall fail on or before the Change of Control Purchase Date to so surrender such holder’s Initial Debenture or shall not within such time accept payment of the monies payable, to take delivery of certificates representing such Common Shares issuable in respect thereof, or give such receipt therefor, if any, as the Trustee may require, such monies may be set aside in trust, or such certificates may be held in trust, without interest, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum or the Common Shares so set aside and the Debentureholder shall have no other right except to receive payment of the monies so paid and deposited, or take delivery of the certificates so deposited, or both, upon surrender and delivery of such holder’s Initial Debenture. In the event that any money or certificates representing Common Shares required to be deposited hereunder with the Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on Initial Debentures issued hereunder shall remain so deposited for a period of six years from the Change of Control Purchase Date, then such monies, or certificates representing Common Shares, together with any accumulated interest thereon, or any distributions paid thereon, shall at the end of such period be paid over or delivered over by the Trustee or such depository or paying agent to the Corporation and the Trustee shall not be responsible to Debentureholders for any amounts owing to them. (h) Subject to the provisions above related to Initial Debentures purchased in part, all Initial Debentures redeemed and paid under this subsection 2.5(7) shall forthwith be delivered to the Trustee and cancelled and no Initial Debentures shall be issued in substitution therefor. (8) The Initial Debentures shall be subject to escrow as required by Applicable Securities Legislation or stock exchange policies or any escrow conditions the form Issuer with the consent of one any underwriter that may assist in the Corporation’s initial public offering may impose on the Initial Debentures and Underlying Securities. Any Initial Debentures or more Underlying Securities required to be held in escrow will be released in accordance with Applicable Securities Legislation, stock exchange polices or the terms of the applicable escrow agreement. If any holder of any Debenture Certificatesshall fail to execute and deliver an escrow agreement under this subsection, which such holder shall bear be deemed to have surrendered the Canadian Legend holder’s Initial Debentures or Underlying Securities, as applicable, to the Corporation as a gift for cancellation and U.S. Legend, if applicablewill receive no consideration for such cancellation.

Form and Terms of Initial Debentures. (1a) The first series of Debentures (the “Initial Debentures”) authorized for issue immediately is limited to an aggregate principal amount of US$49,257,572.60 which $5,000,000 and shall be designated as “Senior Secured 8% Convertible Unsecured Debentures”, which consists of the Debentures offered and sold in the Offering. (2b) The Initial Debentures shall be dated as of the date of closing issue of the Offering Initial Debentures and shall mature on May 25December 23, 2021 2019 (the “Maturity Date” for the Initial Debentures). (3c) The Initial Debentures shall bear interest from the date of issue at the rate of 8% per annum (based on a year of 365 days and the actual number of days in the relevant interest period), payable in equal (with the exception of the first interest payment, which will include interest from and including the date of issue of the Initial Debentures as set forth below) semi-annual payments, in arrears, on June 30 and December 31 in each year, the first such payment to fall due on June 30, 2017. For certainty, the first interest payment will include interest accrued from and including the date of issue of the Initial Debentures to, but excluding, June 30, 2017. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding 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 holder 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: (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; or (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. (d) The Initial Debentures shall be bear no interest and shall be issued as Original Issue Discount Debentures with an issue price of US$812.06 per US$1,000 of principal amount convertible into Common Shares at the option of the Corporation in accordance with this Section 2.4(d) (the “Initial DebenturesCorporation Conversion Option”). (4i) At On and after December 23, 2017 and at any time following November 25, 2018 and prior to the Maturity Date, provided that the closing price of the Common Shares is at least $0.75 for 20 consecutive trading days ending the day preceding the applicable date, the Conversion Amount in respect of the Initial Debentures may be redeemed converted at the option of the CompanyCorporation in whole or in part from time to time by the issuance and delivery to the holders of such Initial Debentures such number of Common Shares as is obtained by dividing the Conversion Amount by the Conversion Price. (ii) In order to exercise the Initial Corporation Conversion Option, the Corporation shall provide the Debentureholders with written notice (the “Initial Corporation Conversion Notice”) on a date (the “Initial Corporation Conversion Notice Date”) that is no later than 15 Business Days after the completion of period in respect of which the closing price of the Common Shares is at least $0.75 for 20 consecutive trading days ending the day preceding the applicable date (or, to the extent regulatory approval is required, on a date that is no later than 7 Business Days after receiving such approval). The Initial Corporation Conversion Notice shall state: (i) that the Initial Corporation Conversion Option has been exercised, (ii) instructions for returning the Debentureholder’s original Initial Debentures in order to obtain certificates representing Common Shares, and (iii) the number of Common Shares as is equal to the Conversion Amount divided by the Conversion Price. (iii) Upon receipt of an original Initial Debenture, the Corporation shall, as soon as is reasonably practicable, cause to be issued to the Debentureholder at the address of the Debentureholder indicated in the Corporation’s register of Initial Debentures (or such other address as the Debentureholder provides to the Corporation) certificates representing such number of Common Shares as is equal to the Conversion Amount divided by the Conversion Price in full payment of the Conversion Amount. The Initial Debentures will be deemed to be cancelled, and the Common Shares will be deemed to be issued, on the Initial Corporation Conversion Notice Date. (iv) A Debentureholder who does not return their original Initial Debenture to the Corporation after receipt of the Initial Corporation Conversion Notice also will have their Initial Debenture deemed to be cancelled and Common Shares deemed to be issued on the Initial Corporation Conversion Notice Date; however, no certificate representing such Common Shares will be sent to such Debentureholder until the Corporation receives such Debentureholder’s original Initial Debenture. (e) The Initial Debentures shall be convertible into Common Shares at the option of a Debentureholder in accordance with this Section 2.4(42.4(e) and Article 4 on notice as provided for in Section 4.3 at 6.1 (the Redemption Prices “Initial Debentureholder Conversion Option”). (expressed with respect i) The Conversion Amount of a Debentureholder also shall be convertible pursuant to the aggregate principal amount Initial Debentureholder Conversion Option into Common Shares at any time after June 23, 2017. Should a Debentureholder wish to convert such Conversion Amount, the Debentureholder must provide notice to the Corporation by delivery of the Initial Debentures as an executed copy of the Issue Date) set forth below based on the Redemption Dates provided in Exhibit 1 to this Indenture. The Redemption Notice for the Initial Debentures shall be a notice of conversion substantially in the form attached hereto as the “Conversion Notice” at Schedule A and otherwise in accordance with the provisions of Schedule “B”Section 6.2. (5ii) Upon and The Conversion Amount shall be converted into Common Shares at the Conversion Price. The conversion of the Conversion Amount into Common Shares is subject to and conditional upon regulatory approval and any conditions or shareholder or other approvals that may apply. (iii) None of the provisions and conditions Debentures may be converted in the United States or by or for the benefit of Article 6 and Section 3.6a “U.S. person” (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the holder of each Initial Debenture shall have “U.S. Securities Act”)) unless the right at such holder’s option, at any time prior to the close of business on the earliest of Debentureholder has: (i) certified to the Maturity Date Corporation and its transfer agent, in a form reasonably satisfactory to the Corporation, that it is not, and is not converting the Debentures for the account or benefit of any person that is, a U.S. person or in the Initial Debentures; United States, or (ii) if delivered to the Corporation an Accredited Investor Certificate in the form attached as Exhibit 1 to the “Conversion Notice” at Schedule A; or (iii) delivered to the Corporation a written opinion of counsel to the effect that such conversion is not subject to or is exempt from the registration requirements of the U.S. Securities Act and applicable state securities or “blue sky” laws, which opinion and counsel shall be reasonably satisfactory to the Corporation. (iv) For certainty, the Initial Debentureholder Conversion Option for any one Debentureholder is limited to conversion of such Debentureholder’s Initial Debentures and references to “Conversion Amount”, “Conversion Price” and “Common Shares” in this Section 2.4(e) shall be interpreted to apply only to prices and amounts properly attributable to such Debentureholder’s interest. (f) The Initial Debentures will not be guaranteed, will be unsecured and will be subordinated and junior in right of payment to all Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.10(a), the Initial Debentures are called for redemptionwill 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, on the Business Day immediately preceding the date specified except as prescribed by the Company for redemption law or as may by its terms rank junior in right of payment to the Initial Debentures, subject with all other existing and future unsecured indebtedness of the Corporation to the satisfaction of certain conditions in this Indenture and by notice to extent subordinated on the holders of Initial Debentures in accordance with Section 2.4(4same basis. (g) and Section 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part of the Accrued Principal Amount as at such date converted of an Initial Debenture into Units at the The Conversion Price in effect on the Date of Conversion. For the purposes hereof, the “Accrued Principal Amount” of the aggregate Initial Debentures are set forth in Exhibit 2 to this Indenture based on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. For the purposes of the Initial Debentures, any reference to the repayment, redemption or conversion of the principal thereof (whether at the Maturity Date, a Redemption Date, a Date or Conversion, upon acceleration or otherwise) in this Indenture, the Debenture Certificate, the Security Documents or any related document shall be deemed to refer to the Accrued Principal Amount thereof as at such applicable date. The Conversion Price date hereof for each Unit Common Share to be issued upon the conversion of Initial Debentures pursuant to both the Initial Corporation Conversion Option and the Initial Debentureholder Conversion Option shall be equal to C$0.74 such that approximately 85,208,944 Units (comprising of 85,208,944 Common Shares and 42,604,472 Warrants) may be issued for each US$1,000 principal amount of Initial Debentures so converted, converted to US$ based on the closing spot rate published by the Bank of Canada as of five (5) Business Days prior to the date of this Indenture being US$1.2801$0.50. Except as provided below, no adjustment in the number of Units 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 Share Shares will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the number of Common Shares so issuable will be rounded down to the nearest whole number. No fractional Warrants will be issued, other than in integrals of one-half Warrants, and the number of Warrants so issuable will be rounded down to the nearest one-half WarrantConversion Price. The Conversion Price applicable to, and the UnitsCommon Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.56.3. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date. (6h) On maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.1, and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures due on maturity, by issuing and delivering to such holders of Initial Debentures Common Shares pursuant to the provisions of Section 4.1. If the Corporation elects to exercise such option, it shall deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule B and provide the necessary details. (i) The Initial Debentures shall be issued in any US$ denominationdenominations 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”A (provided that Initial Debentures issued in the form of Definitive Debentures shall be issued without the Global Debenture Legend” 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 Managers Board of Directors executing such Initial Debenture in accordance with Section 2.6 hereof2.7, 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 be, approved by a resolution of the ManagersBoard of Directors, or as specified in an Officer’s 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 Debenture CertificatesGlobal Debentures as Certificated Debentures, which unless otherwise requested in writing by the Depositary. The Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall bear be CDS Clearing and Depository Services Inc. (or any nominee of the Canadian Legend and U.S. Legend, if applicable.Depository). No beneficial holder will receive definitive certificates representing their interest in Debentures except as provided in Section

Form and Terms of Initial Debentures. (1) The first series of Debentures (the “Initial Debentures”) authorized for issue immediately is limited to an aggregate principal amount of US$49,257,572.60 which up to $230,000,000 and shall be designated as “Senior Secured 5.0% Unsecured Convertible Debentures”. (2) The Initial Debentures shall be dated as of the date of closing of the Offering and shall mature on May 25March 9, 2021 2020 (the “Maturity Date” for the Initial Debentures). (3) The Initial Debentures shall be bear no interest from the date of closing of the Offering at the rate of 5.0% per annum (based on a year of 360 days comprised of twelve 30-day months), payable in equal, semi-annual payments in arrears on June 30 and shall be issued as Original Issue Discount Debentures with an issue price of US$812.06 per US$1,000 of principal amount December 31 in each year, the first such payment to fall due on June 30, 2018 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on March 9, 2020, payable after as well as before maturity and after as well as before default, with interest on amounts in default or after maturity at the same rate, compounded semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to June 30, 2018, which will be equal to $15.69 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 date for the payment of interest on the Initial Debentures will be that date which is five Business Days prior to each Interest Payment Date. (4) At any time following November 25, 2018 and prior to the Maturity Date, the The Initial Debentures may will be redeemed at the option subordinated to all existing and future Secured Indebtedness of the Company, Corporation in accordance with the provisions of Article 5. The Initial Debentures will rank pari passu with each other series of Debentures issued under this Section 2.4(4Indenture 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 Article 4 on notice as provided for in Section 4.3 at the Redemption Prices (expressed with respect to the aggregate principal amount future unsecured indebtedness of the Initial Debentures as of the Issue Date) set forth below based on the Redemption Dates provided in Exhibit 1 to this Indenture. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”Corporation, other than Secured Indebtedness. (5) Upon and subject to the provisions and conditions of Article 6 and Section 3.63.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earliest of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) if the Initial Debentures are called for redemptionsubject to repurchase pursuant to a Change of Control, on the Business Day immediately preceding the date specified by the Company for redemption of the Initial Debenturespayment date, subject to the satisfaction of certain conditions in this Indenture and conditions, by notice to the holders of Initial Debentures in accordance with Section 2.4(4subsection 2.5(7) and Section 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part part, being $1,000 or an integral multiple thereof, of the Accrued Principal Amount as at such date converted principal amount of an Initial a Debenture into Units Common Shares at the Conversion Price in effect on the Date of Conversion. For Notwithstanding the purposes hereofforegoing, the “Accrued Principal Amount” of the aggregate no Initial Debentures are set forth in Exhibit 2 to this Indenture based may be converted on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. For the purposes of the Initial Debentures, any reference to the repayment, redemption or conversion of the principal thereof (whether at the Maturity Date, a Redemption Date, a an Interest Payment Date or Conversion, upon acceleration or otherwise) in this Indenture, during the Debenture Certificate, the Security Documents or any related document shall be deemed to refer to the Accrued Principal Amount thereof as at such applicable datefive Business Days preceding each Interest Payment Date. The Conversion Price in effect on the date hereof for each Unit Common Share to be issued upon the conversion of Initial Debentures shall be equal to C$0.74 $13.05 such that approximately 85,208,944 Units (comprising of 85,208,944 76.6284 Common Shares and 42,604,472 Warrants) may shall be issued for each US$$1,000 principal amount of Initial Debentures so converted, converted to US$ based on the closing spot rate published by the Bank of Canada as of five (5) Business Days prior to the date of this Indenture being US$1.2801. Except as provided below, no adjustment in the number of Units 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 Share Shares will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the number Current Market Price as of Common Shares so issuable will the Date of Conversion, provided, however, the Corporation shall not be rounded down required to the nearest whole number. No fractional Warrants will be issued, other make any payment of less than in integrals of one-half Warrants, and the number of Warrants so issuable will be rounded down to the nearest one-half Warrant$1.00. The Conversion Price applicable to, and the UnitsCommon Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. Holders converting their Initial Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect of the Initial Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date. For clarity, payment of such interest may, at the option of the Corporation, be paid on the next regularly scheduled Interest Payment Date following the Date of Conversion. Subject to Section 6.7, if prior to the Maturity Date, the volume weighted average price of the Common Shares on the Toronto Stock Exchange (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 10 consecutive trading days exceeds $17.00, as adjusted in accordance with the Indenture, the Corporation may deliver a written notice to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release to cause the Registered Holder to convert all but not less than the principal amount of the Debentures (less any tax required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the principal amount of the Debentures (less any tax required by law to be deducted or withheld) to the date of such forced conversion. The Conversion Price will not be adjusted for accrued interest. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Offer pursuant to the provisions of subsection 2.5(7) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (6) The Initial Debentures shall be issued in any US$ denominationdenominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule “A”, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Managers Board of Directors executing such Initial Debenture in accordance with Section 2.6 2.8 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be be, approved by a resolution of the ManagersBoard of Directors, or as specified in an Officer’s Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Debenture Certificates, which shall bear the Canadian Legend and U.S. Legend, if applicable, and as Uncertificated Debentures. (7) Within 30 days following a Change of Control, and subject to the provisions and conditions of this subsection 2.5(7), the Corporation shall, at the discretion of the Debentureholders, be obligated to offer to purchase or convert all of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (a) Not less than 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”). Prior to the Change of Control Purchase Date (as defined below), the Debentureholders shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 104% of the principal amount thereof plus unpaid interest to the Maturity Date (the “Offer Price”); or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date of the Change of Control Notice is delivered to holders of Initial Debentures.