Common use of Form and Terms of Warrants Clause in Contracts

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 3, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 and 3.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 and 3.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereof. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue"A" hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise Warrants. All Warrants issued to CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of WarrantsWarrantholders to be maintained by the Warrant Agent in accordance with Section 2.8. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.132.13, 3.14 2.14 and 3.152.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.13 and 3.142.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereoffor. If the exercise any fraction of any a Warrant would otherwise be issuable and result in a fraction of a Common Warrant Share being issued to any personissuable, any such fraction fractional Warrant so issued shall be rounded down to the next nearest whole number of Common Shares and no cash amount will be payable in lieu thereofWarrant without compensation therefor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1a) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates (including all replacements issued in accordance with this Indenture) shall be substantially in the form attached as set out in Schedule A hereto and hereto, shall be dated as of the date of issuethis Indenture (regardless of the Issue Date), subject to the provisions of this Indenture, with shall bear such additions, variations legends and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such distinguishing letters and numbers as the Company Corporation may, with the approval of the Warrant AgentTrustee, prescribe. Except as hereinafter provided , and shall be issuable in this Article 3, all Warrants shall, save as to denominations, be of like tenor and effect. any denomination excluding fractions. (b) The Warrant Certificates may be engraved, printed, lithographed, photocopied lithographed or be partially partly in one form or another, and partly in another as the Company Corporation with the approval of the Trustee may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 4 in the number and/or or class of securities or type of securities Common Shares or other property that may be acquired securities to which a holder is entitled pursuant to the exercise of the Warrants. (2c) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 and 3.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 and 3.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional No fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole hereunder. (d) The number of Common Shares and no cash amount will which may be payable in lieu thereof. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered purchased pursuant to the exercise of any WarrantWarrants and the Exercise Price payable therefor shall be adjusted in the events and in the manner specified in Article 4. (e) The expiry date for the exercise of the Warrants may be adjusted in the event and in the manner specified in Section 3.4. (f) Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue"A" hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise Warrants. All Warrants issued to CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of WarrantsWarrantholders to be maintained by the Warrant Agent in accordance with section 2.8. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.132.13, 3.14 2.14 and 3.152.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.13 and 3.142.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereoffor. If the exercise any fraction of any a Warrant would otherwise be issuable and result in a fraction of a Common Warrant Share being issued to any personissuable, any such fraction fractional Warrant so issued shall be rounded down to the next nearest whole number of Common Shares and no cash amount will be payable in lieu thereofWarrant without compensation therefor. (4) Neither If at any time after the date of the issuance of the Warrants, the Acceleration Trigger shall have occurred, the Company nor shall have the sole right, but not the obligation, to exercise the Acceleration Right. In the event the Company elects to exercise the Acceleration Right, the Company shall deliver, or cause to be delivered, the Acceleration Notice to Warrantholders pursuant to Section 9.2 hereof. Upon delivery of the Acceleration Notice to the Warrantholders, such holders shall have the right, but not the obligation, to exercise their Warrants pursuant to the terms set forth herein and in the Warrant Certificates. Effective as of the date that is 30 days following the delivery of the Acceleration Notice to the Warrantholders pursuant to Section 9.2 hereof, all unexercised Warrants shall be terminated and of no further force or effect without any action on the part of the Company or the Warrantholders. Concurrent with the delivery of the Acceleration Notice to the Warrantholders contemplated hereunder, the Company shall also provide the Acceleration Notice to the Warrant Agent shall have any obligation pursuant to deliver Warrant Shares upon Section 9.1 hereof and issue a news release announcing the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislationAcceleration Right. The Company or receipt of the Acceleration Notice by the Warrant Agent may require any person to provide proof and the issuance of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to news release announcing the Acceleration Right will not impact the timing of the exercise of any Warrantthe Acceleration Right by the Company.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates for the Warrants shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue“A” hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominationsdenominations and registration details, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 2.12 and 3.152.13) upon due exercise and upon the transaction instruction or due execution of the exercise subscription form endorsed on the Warrant Certificate, as applicable, Certificate or other instrument of exercise subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Common Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.12 and 3.142.13, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereofpurposes. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 3, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 and 3.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 and 3.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereof. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the CompanyCorporation, and shall have such distinguishing letters and numbers as the Company Corporation may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 3, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company Corporation may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections Sections 3.13, 3.14 and 3.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company Corporation may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 Sections 3.13, and 3.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereof. (4) Neither the Company Corporation nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company Corporation or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company Corporation and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant. (5) All Warrants shall be substantially identical, except as may otherwise be established herein or in an indenture supplemental hereto. All Warrants need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided herein, or in an indenture supplemental hereto.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates for the Warrants shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue“A” hereto, subject to the provisions of this Indentureindenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrantsindenture, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that which may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 2.12 and 3.152.13) upon due exercise and upon the transaction instruction or due execution of the exercise subscription form endorsed on the reverse side of the Warrant Certificate, as applicable, Certificate or other instrument of exercise subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant 0.25 of a Common Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.12 and 3.142.13, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indentureindenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereoffor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may Upon the issue of the Warrants, Warrant Certificates shall be issued executed by the Company and certified by or on behalf of the Warrant Agent upon the written order of the Company and delivered by the Company in either certificated or uncertificated formaccordance with sections 2.3 and 2.4. The Warrant Certificates shall be substantially in the form attached as Schedule A “A” hereto and dated as of the date of issue, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Share Purchase Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company Company, with the approval of the Warrant Agent, may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that which may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 2.12 and 3.152.13) upon due exercise thereof and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, in accordance with the provisions of Article 3, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.12 and 3.142.13, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indentureindenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If unless the exercise value of any such fractional Warrant would exceeds $10.00 as a result of the adjustments hereunder, in a fraction which case the Company shall pay the cash equivalent of a Common Share being issued to any person, any such fraction shall be rounded down the value of each fractional Warrant to the next whole number of Common Shares and no cash amount will be payable in lieu thereofWarrantholder. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates for the Warrants shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue“A” hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 2.12 and 3.152.13) upon due exercise and upon the transaction instruction or due execution of the exercise subscription form endorsed on the reverse side of the Warrant Certificate, as applicable, Certificate or other instrument of exercise subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe acting reasonably and upon payment of the Exercise Price, one Warrant Common Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.12 and 3.142.13, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereoffor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) Subject to subsection 2.2(2), each whole Warrant authorized to be issued hereunder shall entitle the holder thereof to purchase upon due exercise and upon due execution and endorsement of the subscription form on the Warrant Certificate or other instrument of subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price in effect on the Exercise Date, one Common Share at any time during the Exercise Period, in accordance with the provisions of this Indenture. (2) The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price shall be adjusted in the events and in the manner specified in Section 5.1. (3) The Warrants may be issued in either both certificated or and uncertificated form, except that all Warrants originally issued to a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, will be issued in certificated form only. The Warrant Certificates for the Warrants shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue, subject to the provisions of this Indenture“A” hereto, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have bear such legends and such distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except The Warrant Certificates shall be dated as hereinafter provided of the date hereof. (4) Subject to subsection 2.2(5), Warrant Certificates shall be issuable in this Article 3, all any denomination. (5) If a Warrantholder is entitled to a fraction of a Warrant the number of Warrants shall, save as issued to denominations, that Warrantholder shall be of like tenor and effect. rounded down to the nearest whole Warrant. (6) The Warrant Certificates may be engraved, lithographed or printed (the expression “printed” including for purposes hereof both original typewritten material as well as mimeographed, lithographedmechanically, photocopied photographically, photostatically or be partially electronically reproduced, typewritten or other written material), or partly in one form or and partly in another, as the Company Company, with the approval of the Warrant Agent, may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 Section 5.1 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 and 3.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 and 3.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereof. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrant Certificates, if any, for the Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue“A” hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 Sections 2.13 and 3.152.14) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, Certificate or other instrument of exercise subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant (1) Common Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 Sections 2.13 and 3.142.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereof. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1a) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates (including all replacements issued in accordance with this Indenture) shall be substantially in the form attached as set out in Schedule A hereto "A" hereto, shall bear such legends and dated as of the date of issue, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such distinguishing letters and numbers as the Company Corporation may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided , and shall be issuable in this Article 3, all Warrants shall, save as to denominations, be of like tenor and effect. any denomination excluding fractions. (b) The Warrant Certificates may be engraved, printed, lithographed, photocopied lithographed or be partially in other form or partly in one form or another, and partly in another as the Company Corporation with the approval of the Warrant Agent may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 4 in the number and/or or class of securities or type of securities Common Shares or other property that may be acquired securities to which a holder is entitled pursuant to the exercise of Warrantsthe Warrants or by reason of any acceleration made pursuant to Section 2.2 to the date the Warrants expire. (2c) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 and 3.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 and 3.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional No fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount hereunder. Any fractional interests in Common Shares of a Warrantholder will be payable in lieu thereof. If the exercise aggregated to form whole numbers of Common Shares with any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be remaining fractional interests rounded down to the next nearest whole Common Share. Cash will be paid in lieu of any fractional share entitlement based on the Current Market Price of the Common Shares, provided that the Corporation shall not be required to make any such cash payment that is less than $10.00. (d) The number of Common Shares and no cash amount will which may be payable in lieu thereof. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered received pursuant to the exercise of any WarrantWarrants in accordance with the terms and conditions of this Supplemental Indenture shall be adjusted in the events and in the manner specified in Article 4. (e) Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Supplemental Indenture.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates for the Warrants shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue“A” hereto, subject to the provisions of this Indentureindenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Series B Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that which may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 2.12 and 3.152.13) upon due exercise and upon the transaction instruction or due execution of the exercise subscription form endorsed on the reverse side of the Warrant Certificate, as applicable, Certificate or other instrument of exercise subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant 0.25 of a Common Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.12 and 3.142.13, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indentureindenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereoffor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1a) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates for the Warrants shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue"A" hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (2b) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 2.13 and 3.152.14) upon due exercise and upon the transaction instruction or due execution of the exercise subscription form endorsed on the Warrant Certificate, as applicable, Certificate or other instrument of exercise subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Common Share or such other kind and amount of shares or securities or propertysecurities, calculated pursuant to the provisions of sections 3.13 2.13 and 3.142.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3c) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereofpurposes. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue"A" hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise Warrants. All Warrants issued to CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of WarrantsWarrantholders to be maintained by the Warrant Agent in accordance with Section 2.8. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13Sections 2.13, 3.14 2.14 and 3.152.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 Sections 2.13 and 3.142.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereoffor. If the exercise any fraction of any a Warrant would otherwise be issuable, and result in a fraction of a Common Warrant Share being issued to any personissuable, any such fraction fractional Warrant so issued shall be rounded down to the next nearest whole number of Common Shares and no cash amount will be payable in lieu thereofWarrant without compensation therefor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) Subject to subsection 2.2(2), each whole Warrant authorized to be issued hereunder shall entitle the holder thereof to purchase upon due exercise and upon due execution and endorsement of the subscription form on the Warrant Certificate or other instrument of subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price in effect on the Exercise Date, one Common Share at any time during the Exercise Period, in accordance with the provisions of this Indenture. (2) The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price shall be adjusted in the events and in the manner specified in Section 5.1. (3) The Warrants may be issued in either both certificated or and uncertificated form, except that all Warrants originally issued to a U.S. Person, a person in the United States or to a person for the account or benefit of a U.S. Person or a person in the United States, will be issued in certificated form only. The Warrant Certificates for the Warrants shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue, subject to the provisions of this Indenture“A” hereto, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have bear such legends and such distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except The Warrant Certificates shall be dated as hereinafter provided of the date hereof. (4) Subject to subsection 2.2(5), Warrant Certificates shall be issuable in this Article 3, all any denomination. (5) If a Warrantholder is entitled to a fraction of a Warrant the number of Warrants shall, save as issued to denominations, that Warrantholder shall be of like tenor and effect. rounded down to the nearest whole Warrant. (6) The Warrant Certificates may be engraved, lithographed or printed (the expression “printed” including for purposes hereof both original typewritten material as well as mimeographed, lithographedmechanically, photocopied photographically, photostatically or be partially electronically reproduced, typewritten or other written material), or partly in one form or and partly in another, as the Company Company, with the approval of the Warrant Agent, may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 Section 5.1 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 and 3.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 and 3.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereof. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. ‌ (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto “A” hereto, subject to the provisions of this Indenture, with such additions, variations and dated changes as may be required or permitted by the terms of this Indenture, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the date of issueWarrant Agent, prescribe. If applicable, Warrant Certificates issuable to a person in the United States or to, or for the account or benefit of, U.S. Persons shall be substantially in the form attached hereto as Schedule “A”, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants certificates not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise Warrants. All Warrants issued to CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of WarrantsWarrantholders to be maintained by the Warrant Agent in accordance with section 2.12. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.132.13, 3.14 2.14 and 3.152.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.13 and 3.142.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereoffor. If the exercise of any Warrant would result in a fraction of a Common Share being Warrant would otherwise be issuable, the number of Warrants so issued to any person, any such fraction shall be rounded down to the next nearest whole number of Common Shares and no cash amount will be payable in lieu thereofWarrant without compensation therefor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) Subject to subsection 2.2(2), each Warrant authorized to be issued hereunder shall entitle the holder thereof to purchase upon due exercise and upon due execution and endorsement of the subscription form on the Warrant Certificate or other instrument of subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price in effect on the Exercise Date, one Common Share at any time during the Exercise Period, in accordance with the provisions of this Indenture. (2) The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price shall be adjusted in the events and in the manner specified in Section 5.1. (3) The Warrants may be issued in either both certificated or and uncertificated form, except that all Warrants originally issued to a U.S. Purchaser will be issued in certificated form only. The Warrant Certificates for the Warrants shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue, subject to the provisions of this Indenture“A” hereto, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have bear such legends and such distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except The Warrant Certificates shall be dated as hereinafter provided of the date hereof or on such other Closing Date upon which Warrants shall be issued. (4) Subject to subsection 2.2(5), Warrant Certificates shall be issuable in this Article 3, all any denomination. (5) If a Warrantholder is entitled to a fraction of a Warrant the number of Warrants shall, save as issued to denominations, that Warrantholder shall be of like tenor and effect. rounded down to the nearest whole Warrant. (6) The Warrant Certificates may be engraved, lithographed or printed (the expression “printed” including for purposes hereof both original typewritten material as well as mimeographed, lithographedmechanically, photocopied photographically, photostatically or be partially electronically reproduced, typewritten or other written material), or partly in one form or and partly in another, as the Company Company, with the approval of the Warrant Agent, may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 Section 5.1 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 and 3.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 and 3.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereof. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates for the Warrants shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue“A” hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 2.12 and 3.152.13) upon due exercise and upon the transaction instruction or due execution of the exercise subscription form endorsed on the Warrant Certificate, as applicable, Certificate or other instrument of exercise subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Common Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.12 and 3.142.13, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereofpurposes. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issuehereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise Warrants. All Warrants issued to CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of WarrantsWarrantholders to be maintained by the Warrant Agent in accordance with Section 2.8. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13Sections 2.13, 3.14 2.14 and 3.152.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 Sections 2.13 and 3.142.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) The number of Warrant Shares, which may be purchased pursuant to the Warrants and the Exercise Price therefor shall be adjusted upon the events and in the manner specified in Section 2.13; (4) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereoffor. If the exercise any fraction of any a Warrant would otherwise be issuable and result in a fraction of a Common Warrant Share being issued to any personissuable, any such fraction fractional Warrant so issued shall be rounded down to the next nearest whole number of Common Shares and no cash amount will be payable in lieu thereofWarrant without compensation therefor. (45) Neither If at any time after the date of the issuance of the Warrants, the Acceleration Trigger shall have occurred, the Company nor shall have the sole right, but not the obligation, to exercise the Acceleration Right. In the event the Company elects to exercise the Acceleration Right, the Company shall deliver, or cause to be delivered, the Acceleration Notice to Warrantholders pursuant to Section 9.2 hereof. Upon delivery of the Acceleration Notice to the Warrantholders, such holders shall have the right, but not the obligation, to exercise their Warrants pursuant to the terms set forth herein and in the Warrant Certificates. Effective as of the Acceleration Trigger Date, all unexercised Warrants shall be terminated and of no further force or effect without any action on the part of the Company or the Warrantholders. Concurrent with the delivery of the Acceleration Notice to the Warrantholders contemplated hereunder, the Company shall also provide the Acceleration Notice to the Warrant Agent shall have any obligation pursuant to deliver Warrant Shares upon Section 9.1 hereof and issue a news release announcing the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislationAcceleration Right. The Company or receipt of the Acceleration Notice by the Warrant Agent may require any person to provide proof and the issuance of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to news release announcing the Acceleration Right will not impact the timing of the exercise of any Warrantthe Acceleration Right by the Company.

Form and Terms of Warrants. (1) The Warrants may Upon the issue of the Warrants, Warrant Certificates shall be issued executed by the Company and certified by or on behalf of the Warrant Agent upon the written order of the Company and delivered by the Company in either certificated or uncertificated formaccordance with sections 2.3 and 2.4. The Warrant Certificates shall be substantially in the form attached as Schedule A "A" hereto and dated as of the date of issue, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Share Purchase Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that which may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 2.12 and 3.152.13) upon due exercise thereof and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, in accordance with the provisions of Article 3, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.12 and 3.142.13, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indentureindenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereoffor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue"A" hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise Warrants. All Warrants issued to CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrants. (2) Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.8. Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.132.13, 3.14 2.14 and 3.152.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.13 and 3.142.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) . Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereoffor. If the exercise any fraction of any a Warrant would otherwise be issuable and result in a fraction of a Common Warrant Share being issued to any personissuable, any such fraction fractional Warrant so issued shall be rounded down to the next nearest whole number of Common Shares and no cash amount will be payable in lieu thereofWarrant without compensation therefor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue"A" hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise Warrants. All Warrants issued to CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of WarrantsWarrantholders to be maintained by the Warrant Agent in accordance with Section 2.8. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 2.13,2.14 and 3.152.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.13 and 3.142.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereoffor. If the exercise any fraction of any a Warrant would otherwise be issuable and result in a fraction of a Common Warrant Share being issued to any personissuable, any such fraction fractional Warrant so issued shall be rounded down to the next nearest whole number of Common Shares and no cash amount will be payable in lieu thereofWarrant without compensation therefor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may Upon the issue of the Warrants, Warrant Certificates shall be issued executed by the Company and certified by or on behalf of the Warrant Agent and delivered by the Company in either certificated or uncertificated formaccordance with sections 2.3 and 2.4. The Warrant Certificates shall be substantially in the form attached as Schedule A ìA” hereto and dated as of the date of issue, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that which may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 2.12 and 3.152.13) upon due exercise thereof and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, in accordance with the provisions of Article 3, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.12 and 3.142.13, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereoffor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may Upon the issue of the Warrants, Warrant Certificates shall be issued executed by the Company and certified by or on behalf of the Warrant Agent upon the written order of the Company and delivered by the Company in either certificated or uncertificated formaccordance with sections 2.3 and 2.4. The Warrant Certificates shall be substantially in the form attached as Schedule A “A” hereto and dated as of the date of issue, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Share Purchase Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company Company, with the approval of the Warrant Agent, may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that which may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 2.12 and 3.152.13) upon due exercise thereof and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, in accordance with the provisions of Article 3, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.12 and 3.142.13, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indentureindenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If unless the exercise value of any such fractional Warrant would exceeds $10.00 as a result of adjustments hereunder, in a fraction which case the Company shall pay the cash equivalent of a Common Share being issued to any person, any such fraction shall be rounded down the value of each fractional Warrant to the next whole number of Common Shares and no cash amount will be payable in lieu thereofWarrantholder. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1a) The Warrants may be issued in either certificated or uncertificated form. The If certificated, the Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 3, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (2b) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.133.15, 3.14 3.16 and 3.153.17) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 3.15 and 3.143.16, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3c) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereof. (4d) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable laws (including securities legislationlaws) of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation laws to the Company and the Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. ‌ (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue"A" hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise Warrants. All Warrants issued to CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of WarrantsWarrantholders to be maintained by the Warrant Agent in accordance with Section 2.8. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.132.13, 3.14 2.14 and 3.152.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.13 and 3.142.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereoffor. If the exercise any fraction of any a Warrant would otherwise be issuable and result in a fraction of a Common Warrant Share being issued to any personissuable, any such fraction fractional Warrant so issued shall be rounded down to the next nearest whole number of Common Shares and no cash amount will be payable in lieu thereofWarrant without compensation therefor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates . (2) All Warrants issued in certificated form shall be evidenced by a Warrant Certificate substantially in the form attached as Schedule A Error! Reference source not found. hereto and dated as of the date of issue, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (23) All Warrants issued, sold or transferred to a U.S. Warrantholder in certificated form must bear the applicable legend as set forth in subsections 2.7(2) and 2.7(3). (4) Each Warrant authorized to be issued hereunder shall shall, subject to the Acceleration Right, entitle the registered holder thereof to acquire (subject to sections 3.132.16, 3.14 2.17 and 3.152.18) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.16 and 3.142.17, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (35) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereof. (46) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares Warrant Shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant. (7) If after the Closing Date, the Early Expiry Event shall occur, the Company shall be entitled, at the option of the Company, to exercise the Acceleration Right by distributing the Exercise Notice. The Exercise Notice shall be delivered to each Registered Warrantholder in the manner set out in Section 9.2 within five (5) Business Days of the occurrence of the Early Expiry Event, and shall also be distributed by press release of the Company and an exchange bulletin of the CSE (or other applicable exchange).

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue“A” hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise Warrants. All Warrants issued to CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of WarrantsWarrantholders to be maintained by the Warrant Agent in accordance with Section 2.8. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13Sections 2.13, 3.14 2.14 and 3.152.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, Price one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 Sections 2.13 and 3.142.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereoffor. If the exercise any fraction of any a Warrant would otherwise be issuable, and result in a fraction of a Common Warrant Share being issued to any personissuable, any such fraction fractional Warrant so issued shall be rounded down to the next nearest whole number of Common Shares and no cash amount will be payable in lieu thereofWarrant without compensation therefor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The certificates representing the Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates (the "WARRANT CERTIFICATES") shall be substantially in the form attached as set out in Schedule A hereto and hereto, shall be dated as of the date hereof (regardless of their actual date of issue, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, ) and shall have such distinguishing letters and numbers as the Company may, Corporation may prescribe with the approval of the Trustee. Warrant Agent, prescribe. Except as hereinafter provided in this Article 3, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates certificates may be engraved, printed, lithographed, photocopied printed or be partially typewritten or partly in one form or and partly in another, as the Company Corporation with the approval of the Trustee may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13subsection 5.01(2)), 3.14 and 3.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Priceat no additional cost, one Warrant Exchangeable Share (or, in the circumstances described in Article Four, 1.09 Exchangeable Shares) or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 and 3.14, Underlying Shares as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, be provided in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereoffor. (4) Neither the Company nor Any legends to be typed onto the Warrant Agent certificates or the Underlying Shares shall be typed thereon upon the direction of the Corporation. The Trustee and the Corporation have no duty to ensure that the Warrantholders comply with the provisions of any such legend. (5) All Warrant certificates shall have any obligation to deliver Warrant typed thereon the following legend: "This Special Warrant, the Exchangeable Shares issuable upon exercise hereof and the exercise shares of any Warrant if Common Stock, par value US$0.01 per share, of The Learning Company, Inc. (the person to whom such shares are to be delivered is a resident "Common Stock") issuable upon exchange of a country or political subdivision thereof in which the Warrant Exchangeable Shares have not been registered under the Securities Act of 1933, as amended, of the United States of America (the "U.S. Securities Act"); the Special Warrant, the Exchangeable Shares and the Common Stock may not lawfully be issued offered, sold or otherwise transferred within the United States or to, or for the account or benefit of, any U.S. person (as such terms are defined in Regulation S promulgated under the U.S. Securities Act) unless such offer, sale or transfer is covered by or made pursuant to applicable securities legislation. The Company an effective registration statement under the U.S. Securities Act or the Warrant Agent may require any person pursuant to provide proof of an applicable exemption from such securities legislation to registration under the Company and U.S. Securities Act, nor may any Special Warrant Agent before Warrant Shares are delivered pursuant to or Exchangeable Share be offered, sold or otherwise transferred within the exercise United States or to, or for the account or benefit of, any U.S. person unless the issuance of any Warrantthe Common Stock is registered under an effective registration statement under the U.S. Securities Act or an exemption from registration under the U.S. Securities Act is available for the exchange of the Exchangeable Shares."

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue“A” hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.8. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13Sections 2.13, 3.14 2.14 and 3.152.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, Price one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 Sections 2.13 and 3.142.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereoffor. If the exercise any fraction of any a Warrant would otherwise be issuable, and result in a fraction of a Common Warrant Share being issued to any personissuable, any such fraction fractional Warrant so issued shall be rounded down to the next nearest whole number of Common Shares and no cash amount will be payable in lieu thereofWarrant without compensation therefor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may Upon the issue of the Warrants, Warrant Certificates shall be issued executed by the Company and certified by or on behalf of the Warrant Agent and delivered by the Company in either certificated or uncertificated formaccordance with sections 2.3 and 2.4. The Warrant Certificates shall be substantially in the form attached as Schedule A “A” hereto and dated as of the date of issue, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that which may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 2.12 and 3.152.13) upon due exercise thereof and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, in accordance with the provisions of Article 3, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.12 and 3.142.13, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indentureindenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereoffor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue“A” hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise Warrants. All Warrants issued to CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of WarrantsWarrantholders to be maintained by the Warrant Agent in accordance with Section 2.8. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13Sections 2.13, 3.14 2.14 and 3.152.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 Sections 2.13 and 3.142.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereoffor. If the exercise any fraction of any a Warrant would otherwise be issuable and result in a fraction of a Common Warrant Share being issued to any personissuable, any such fraction fractional Warrant so issued shall be rounded down to the next nearest whole number of Common Shares and no cash amount will be payable in lieu thereofWarrant without compensation therefor. (4) Neither If at any time after the date of the issuance of the Warrants, the Acceleration Trigger shall have occurred, the Company nor shall have the sole right, but not the obligation, to exercise the Acceleration Right. In the event the Company elects to exercise the Acceleration Right, the Company shall deliver, or cause to be delivered, the Acceleration Notice to Warrantholders pursuant to Section 9.2 hereof. Upon delivery of the Acceleration Notice to the Warrantholders, such holders shall have the right, but not the obligation, to exercise their Warrants pursuant to the terms set forth herein and in the Warrant Certificates. Effective as of the Acceleration Trigger Date, all unexercised Warrants shall be terminated and of no further force or effect without any action on the part of the Company or the Warrantholders. Concurrent with the delivery of the Acceleration Notice to the Warrantholders contemplated hereunder, the Company shall also provide the Acceleration Notice to the Warrant Agent shall have any obligation pursuant to deliver Warrant Shares upon Section 9.1 hereof and issue a news release announcing the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislationAcceleration Right. The Company or receipt of the Acceleration Notice by the Warrant Agent may require any person to provide proof and the issuance of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to news release announcing the Acceleration Right will not impact the timing of the exercise of any Warrantthe Acceleration Right by the Company.

Form and Terms of Warrants. (1) The certificates representing the Warrants may be issued in either certificated or uncertificated form. The (the "Warrant Certificates certificates") shall be substantially in the form attached as set out in Schedule A hereto and hereto, shall be dated as of the date hereof (regardless of their actual date of issue, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, ) and shall have such distinguishing letters and numbers as the Company may, Corporation may prescribe with the approval of the Trustee. Warrant Agent, prescribe. Except as hereinafter provided in this Article 3, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates certificates may be engraved, printed, lithographed, photocopied printed or be partially typewritten or partly in one form or and partly in another, as the Company Corporation with the approval of the Trustee may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13subsection 5.01(2)), 3.14 and 3.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Priceat no additional cost, one Warrant Exchangeable Share (or, in the circumstances described in Article Four, 1.07 Exchangeable Shares) or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 and 3.14, Underlying Shares as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, be provided in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereoffor. (4) Neither the Company nor Any legends to be typed onto the Warrant Agent certificates or the Underlying Shares shall be typed thereon in accordance with the provisions of this Indenture upon the written direction of the Corporation. The Trustee and the Corporation have no duty to ensure that the Warrantholders comply with the provisions of any such legend. (5) All Warrant certificates shall have typed thereon the following legend: "This Special Warrant, the Exchangeable Shares issuable upon exercise hereof and the shares of Common Stock, par value US$0.01 per share, of The Learning Company, Inc. (the "Common Stock") issuable upon exchange of the Exchangeable Shares have not been registered under the Securities Act of 1933, as amended, of the United States of America (the "U.S. Securities Act"); the Special Warrant, the Exchangeable Shares and the Common Stock may not be offered, sold or otherwise transferred within the United States or to, or for the account or benefit of, any obligation U.S. person (as such terms are defined in Regulation S promulgated under the U.S. Securities Act) unless such offer, sale or transfer is covered by or made pursuant to deliver an effective registration statement under the U.S. Securities Act or pursuant to an exemption from registration under the U.S. Securities Act, nor may any Special Warrant or Exchangeable Share be offered, sold or otherwise transferred within the United States or to, or for the account or benefit of, any U.S. person unless the issuance of the Common Stock is registered under an effective registration statement under the U.S. Securities Act or an exemption from registration under the U.S. Securities Act is available for the exchange of the Exchangeable Shares. Any holder that surrenders the Special Warrant for Exchangeable Shares upon or the exercise of any Warrant if the person Exchangeable Shares in exchange for Common Stock prior to whom such shares are to be delivered is a resident effectiveness of a country registration statement filed under the U.S. Securities Act covering such exercise or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company exchange, or the Warrant Agent may require any person to provide proof availability of an applicable exemption from such securities legislation to registration under the Company U.S. Securities Act, must certify that the holder is not a U.S. person and Warrant Agent before Warrant that the Special Warrants are not being exercised and the Exchangeable Shares are delivered pursuant to the exercise not being exchanged on behalf of any Warranta U.S. person."

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates for the Warrants shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue“A” hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 2.13 and 3.152.14) upon due exercise and upon the transaction instruction or due execution of the exercise subscription form endorsed on the Warrant Certificate, as applicable, Certificate or other instrument of exercise subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Common Share or such other kind and amount of shares or securities or propertysecurities, calculated pursuant to the provisions of sections 3.13 2.13 and 3.142.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereofpurposes. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may be issued in either both certificated or and uncertificated form. The Each Warrant Certificates originally issued to, or for the account or benefit of, a U.S. Person must be issued in individually certificated form only and bear the applicable legend set forth in section 2.20 (1) . All Warrants issued in certificated form shall be evidenced by a Warrant Certificate (including all replacements issued in accordance with this indenture), substantially in the form attached as set out in Schedule A hereto and “A” hereto, which shall be dated as of the date of issueIssue Date, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have bear such distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. Except as hereinafter provided in this Article 3, all All Warrants shall, save as issued to denominations, be of like tenor and effect. The Warrant Certificates the Depository may be engravedin either a certificated or uncertificated form, printed, lithographed, photocopied or such uncertificated form being evidenced by a book position on the register of Warrantholders to be partially in one form or another, as the Company may determine. No change in the form of maintained by the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 Agent in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrantsaccordance with section 2.9. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 2.13 and 3.152.14) upon due exercise and upon the transaction instruction or due execution of the exercise subscription form endorsed on the Warrant Certificate, as applicable, Certificate or other instrument of exercise subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Common Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.13 and 3.142.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indentureindenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereoffor. If the exercise of any Warrant would result in a fraction of a Common Share being Warrant would otherwise be issuable, the number of Warrants so issued to any person, any such fraction shall be rounded down to the next nearest whole number of Common Shares and no cash amount will be payable in lieu thereofWarrant without compensation therefor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. Notwithstanding the foregoing, all Warrants issued in the United States or to, or for the account or benefit of, a person in the United States or U.S. Person, that is an Accredited Investor, shall be in certificate form only. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue“A” hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise Warrants. All Warrants issued to CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of WarrantsWarrantholders to be maintained by the Warrant Agent in accordance with section 2.12. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.132.13, 3.14 2.14 and 3.152.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.13 and 3.142.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereoffor. If the exercise of any Warrant would result in a fraction of a Common Share being Warrant would otherwise be issuable, the number of Warrants so issued to any person, any such fraction shall be rounded down to the next nearest whole number of Common Shares and no cash amount will be payable in lieu thereofWarrant without compensation therefor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) Subject to the provisions hereof, up -------------------------- to an aggregate of 1,621,621 Warrants are hereby authorized to be created by the Corporation and each whole Warrant, together with payment of the Purchase Price prior to the Expiry Time, shall entitle a holder thereof to acquire one Common Share (or other kind and amount of shares and securities or property calculated pursuant to the provisions of Article 4, as the case may be) at any time after their issue and on or prior to the Expiry Time. (2) The Warrants may shall be issued executed by the Corporation and certified by the Agent and shall be in either certificated or uncertificated form. The registered form and the Warrant Certificates shall be substantially in the form attached as set out in Schedule A "A" hereto and dated as of the date of issuewith, subject to the provisions of this Indenture, with such additions, variations and changes and/or omissions as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by between the Warrant Corporation and the Agent and the Companyas otherwise provided by this Indenture, and shall have be numbered in such distinguishing letters and numbers manner as the Company mayCorporation, with the approval of the Warrant Agent, may prescribe. Except as hereinafter provided in this Article 3, all All Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied printed or be partially partly in one form or another, and partly another as the Company Corporation may determine. No change in the form of the Warrant Certificate Certificates shall be required (except as to content) by reason of any adjustment made pursuant to this Article 3 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 and 3.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 and 3.14, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture4. (3) Each Warrant certificate originally issued to a U.S. Person or person within the United States, as well as all certificates issued in exchange for or in substitution of the foregoing securities, will bear a legend to the following effect: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) UPON RECEIPT OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS. (4) Fractional Warrants shall Share not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereoffor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form, or issued via DRS. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue"A" hereto, subject to the provisions of this Indenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that may be acquired pursuant to the exercise Warrants. All Warrants issued to CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of WarrantsWarrantholders to be maintained by the Warrant Agent in accordance with section 2.8. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.132.13, 3.14 2.14 and 3.152.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.13 and 3.142.14, as the case may be, at any time after the date of issuance Issue Date of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture. (3) If at any time after the date which is four (4) months and one (1) day following the Closing Date, an Acceleration Event occurs: (a) the Company shall be entitled to accelerate the Expiry Date of the Warrants such that the Warrantholders shall only have a period of thirty (30) days to exercise the Warrants upon deemed receipt of the Acceleration Notice as defined in Section 2.2(3)(b); (b) in the case of an Acceleration Event, no later than the date which is five (5) Trading Days following the tenth (10th) consecutive Trading Day of such Acceleration Event (or if the Acceleration Event continues for greater than 10 consecutive Trading Days, no later than five (5) Trading Days following the last Trading Day upon which the closing price was equal to or greater than $3.00 during such Acceleration Event), the Company may deliver to the Warrant Agent and each Warrantholder a notice advising that the Company has exercised its option pursuant to the Acceleration Right and notifying them of the accelerated Expiry Date of the Warrants (the "Acceleration Notice"). The Acceleration Notice shall be deemed to be validly given if delivered, or sent by registered letter, postage prepaid, to the Subscriber at the address on the register maintained by the Warrant Agent, and the Acceleration Notice shall be deemed to have been received and given on the third Business Day following the date of transmission; and (c) a Warrantholder shall have the option to exercise its Warrants in accordance with the terms of this Warrant Indenture within the 30-day period after the deemed receipt of the Acceleration Notice. Any Warrants that have not been exercised by a Warrantholder in accordance with the provisions of the Warrant Certificates shall expire on 5:00 p.m. (Eastern Standard Time) on the thirtieth (30th) day after the date on which the Acceleration Notice was deemed to have been received by such holder of Warrants. (4) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereoffor. If the exercise of any Warrant would result in a fraction of a Common Share being Warrant would otherwise be issuable, the number of Warrants so issued to any person, any such fraction shall be rounded down to the next nearest whole number of Common Shares and no cash amount will be payable in lieu thereofWarrant without compensation therefor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates for the Warrants shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue"A" hereto, subject to the provisions of this Indentureindenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Share Purchase Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that which may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 2.12 and 3.152.13) upon due exercise and upon the transaction instruction or due execution of the exercise subscription form endorsed on the reverse side of the Warrant Certificate, as applicable, Certificate or other instrument of exercise subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Common Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.12 and 3.142.13, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indentureindenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereoffor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Form and Terms of Warrants. (1) The Warrants may be issued in either certificated or uncertificated form. The Warrant Certificates for the Warrants shall be substantially in the form attached as Schedule A hereto and dated as of the date of issue"A" hereto, subject to the provisions of this Indentureindenture, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated Warrantsindenture, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such legends, distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this Article 32, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 3 2 in the number and/or class of securities or type of securities or other property that which may be acquired pursuant to the exercise of Warrants. (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 3.13, 3.14 2.12 and 3.152.13) upon due exercise and upon the transaction instruction or due execution of the exercise subscription form endorsed on the reverse side of the Warrant Certificate, as applicable, Certificate or other instrument of exercise subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price, one Warrant Common Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 3.13 2.12 and 3.142.13, as the case may be, at any time after the date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indentureindenture. (3) Fractional Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereoffor. (4) Neither the Company nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Company or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Company and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.