Common use of Rights Offering Clause in Contracts

Rights Offering. If prior to the Time of Expiry the Issuer shall fix a ---------------- record date for the issue of rights, options or warrants to all or substantially all of the holders of shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue ("Rights Period"), to subscribe for or purchase shares at a price per share to the holder of less than 95% of the Current Market Price for the shares on such record date (any of such events being called a "Rights Offering"), then the Exercise Price shall be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction: (i) the numerator of which shall be the aggregate of: A. the number of shares outstanding as of the record date for the Rights Offering; and B. a number determined by dividing (1) the product of the number of shares issued or subscribed during the Rights Period upon the exercise of the rights, warrants or options under the Rights Offering and the price at which such shares are offered by (2) the Current Market Price of the shares as of the record date for the Rights Offering; and (ii) the denominator of which shall be the number of shares outstanding after giving effect to the Rights Offering and including the number of shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering. Any Warrant Holder who shall have exercised his right to purchase shares in accordance with Article 4 during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor shall, in addition to the shares to which he is otherwise entitled upon such exercise in accordance with Article 4, be entitled to that number of additional shares equal to the result obtained when the difference, if any, resulting from the subtraction of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection (b) from the Exercise Price in effect immediately prior to the end of such Rights Offering is multiplied by the number of shares purchased upon exercise of the 162 Warrants held by such Warrant Holder during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 4.7(b); provided that the provisions of Article 4 shall be applicable to any fractional interest in any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of this subsection 4.7(b). Such additional shares shall be deemed to have been issued to the Warrant Holder immediately following the end of the Rights Period and a certificate for such additional shares shall be delivered to such Warrant Holder within ten business days following the end of the Rights Period.

Rights Offering. If the Corporation shall at any time after the Record Time and prior to the Separation Time of Expiry the Issuer shall fix a ---------------- record date for the issue issuance of rights, options rights or warrants to all or substantially all of the holders of shares under which such holders are entitled, during Common Shares entitling them (for a period expiring not more than within 45 calendar days after the such record date for such issue ("Rights Period"), date) to subscribe for or purchase shares Common Shares or Convertible Securities at a price per share Common Share (or, in the case of a Convertible Security, having a conversion, exchange or exercise price, including the price required to the holder of be paid to purchase such Convertible Security) less than 9590% of the Current Market Price for the shares per Common Share on such record date (any of such events being called a "Rights Offering")date, then the Exercise Price to be in effect after such record date shall be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period such record date by a fraction: (i) the numerator of which shall be the aggregate of: A. number of Common Shares outstanding on such record date, plus the number of shares outstanding as Common Shares that the aggregate offering price of the record date for total number of Common Shares so to be offered (and/or the Rights Offering; and B. a number determined by dividing (1) the product aggregate initial conversion, exchange or exercise price of the number of shares issued or subscribed during the Rights Period upon the exercise of the rightsConvertible Securities so to be offered, warrants or options under the Rights Offering and including the price required to be paid to purchase such Convertible Securities) would purchase at which such shares are offered by (2) the Current Market Price of the shares as of the record date for the Rights Offeringper Common Share; and (ii) the denominator of which shall be the number of shares Common Shares outstanding after giving effect to the Rights Offering and including on such record date, plus the number of shares additional Common Shares to be offered for subscription or purchase (or into which the Convertible Securities so to be offered are initially convertible, exchangeable or exercisable). In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of Rights. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, or if issued, are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed, or to the Exercise Price which would be in effect based upon the number of Common Shares (or securities convertible into, or exchangeable or exercisable for Common Shares) actually issued or subscribed for during upon the Rights Period upon exercise of the such rights, warrants options or options under warrants, as the Rights Offeringcase may be. Any Warrant Holder who shall have exercised his For purposes of this Agreement, the granting of the right to purchase shares in accordance with Article 4 during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor shall, in addition to the shares to which he is otherwise entitled upon such exercise in accordance with Article 4, be entitled to that number of additional shares equal to the result obtained when the difference, if any, resulting Common Shares (whether from the subtraction of the Exercise Price as adjusted for such Rights Offering treasury or otherwise) pursuant to this subsection (b) from the Exercise Price in effect immediately prior to the end of such Rights Offering is multiplied by the number of shares purchased upon exercise of the 162 Warrants held by such Warrant Holder during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 4.7(b); provided that the provisions of Article 4 shall be applicable to a Dividend Reinvestment Plan or any fractional interest in any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of this subsection 4.7(b). Such additional shares employee benefit stock option or similar plans shall be deemed not to have been issued constitute an issue of rights, options or warrants by the Corporation; provided, however, that in all such cases, the right to the Warrant Holder immediately following the end purchase Common Shares is at a price per share of not less than 95% of the Rights Period and a certificate for current market price per share (determined as provided in such additional shares shall be delivered to such Warrant Holder within ten business days following the end plans) of the Rights PeriodCommon Shares.

Rights Offering. If prior to the Time Corporation shall distribute rights, options ---------------- or warrants exercisable within a period of Expiry forty-five (45) days after the Issuer shall fix a ---------------- record date for such distribution to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share or at an exchange or conversion value per share in the issue case of rightssecurities exchangeable or convertible into Common Shares equal to or less than ninety-five percent (95%) of the Weighted Average Price for Common Shares determined as of the record date for such distribution, options or warrants to all or substantially all of the holders of shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue ("Rights Period"), to subscribe for or purchase shares at a price per share to the holder of less than 95% of the Current Market Price for the shares on such record date Common Shares (any of such events event being called a "Rights Offering"), then the Exercise Price Number shall be adjusted effective immediately after the end record date on which holders of Common Shares are determined for the purposes of the Rights Period Offering to a price the Exercise number determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fractionmultiplying: (i) the Exercise Number in effect on such record date; by (ii) the fraction (1) the numerator of which shall be the aggregate of: A. (a) the number of shares Common Shares issued and outstanding as of the on such record date for the Rights Offering; date, and B. a number determined by dividing (1b) the product of the number of shares issued or subscribed during the Rights Period upon the exercise of the rights, warrants or options under Common Shares offered pursuant to the Rights Offering and or the price at maximum number of Common Shares for or into which such shares are the securities so offered by (2) the Current Market Price of the shares as of the record date for pursuant to the Rights Offering; Offering may be exchanged or converted, as the case may be, and (ii2) the denominator of which shall be the aggregate of (a) the number of shares Common Shares issued and outstanding after giving effect on such record date, and (b) the number determined by dividing either: (1) the product of a) the number of Common Shares so offered; and b) the price at which each of such Common Shares is offered, or (2) the product of a) the maximum number of Common Shares for or into which the securities so offered pursuant to the Rights Offering and including may be exchanged or converted; and b) the exchange or conversion value of each one of such securities so offered, as the case may be, by the Weighted Average Price of Common Shares determined as of such record date. To the extent that such options, rights or warrants are not exercised prior to the expiry date thereof, the Exercise Number shall be readjusted effective immediately after such expiry date to the Exercise Number which would then have been in effect based upon the number of shares Common Shares or securities exchangeable for or convertible into Common Shares actually issued or subscribed for during delivered on the Rights Period upon exercise of the rightssuch options, warrants rights or options under the Rights Offering. Any Warrant Holder who shall have exercised his right to purchase shares in accordance with Article 4 during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor shall, in addition to the shares to which he is otherwise entitled upon such exercise in accordance with Article 4, be entitled to that number of additional shares equal to the result obtained when the difference, if any, resulting from the subtraction of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection (b) from the Exercise Price in effect immediately prior to the end of such Rights Offering is multiplied by the number of shares purchased upon exercise of the 162 Warrants held by such Warrant Holder during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 4.7(b); provided that the provisions of Article 4 shall be applicable to any fractional interest in any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of this subsection 4.7(b). Such additional shares shall be deemed to have been issued to the Warrant Holder immediately following the end of the Rights Period and a certificate for such additional shares shall be delivered to such Warrant Holder within ten business days following the end of the Rights Periodwarrants.

Rights Offering. If prior to and whenever during the Time of Expiry Exercise Period the Issuer Corporation shall fix a ---------------- record date for the issue or distribution of rights, options or warrants to all or substantially all of the holders of shares Shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue ("Rights Period"), to subscribe for or purchase shares Shares or securities exchangeable for or convertible into Shares at a price per share to the holder (or having a conversion price or exchange price per Share) of less than 95% of the Current Market Price (as defined in Section 5 hereof) for the shares Shares on such record date (any of such events being called a "“Rights Offering"”), then the Exercise Price shall be adjusted effective immediately after the end of record date for the Rights Period Offering to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period on such record date by a fraction: (i) the numerator of which shall be the aggregate of: A. (A) the number of shares Shares outstanding as of the record date for the Rights Offering; , and B. (B) a number determined by dividing (1) either I. the product of the number of shares issued or subscribed during the Rights Period upon the exercise of the rights, warrants or options Shares offered under the Rights Offering and the price at which such shares Shares are offered, II. the product of the exchange or conversion price per share of such securities offered and the maximum number of Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted, by (2) the Current Market Price of the shares Shares as of the record date for the Rights Offering; and (ii) the denominator of which shall be the aggregate of the number of shares Shares outstanding on such record date after giving effect to the Rights Offering and including the number of shares actually issued or subscribed for during Shares offered pursuant to the Rights Period Offering (including shares issuable upon exercise of the rights, warrants or options under the Rights Offering or upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering). Any Warrant Holder who Shares owned by or held for the account of the Corporation shall have be deemed not to be outstanding for the purpose of any such calculation. To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised his right prior to purchase shares the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in accordance with Article 4 during the period beginning immediately after the effect if such record date for a Rights Offering had not been fixed or if such expired rights, options or warrants had not been issued. From and ending on the last day of the Rights Period therefor shall, in addition to the shares to which he is otherwise entitled upon such exercise in accordance with Article 4, be entitled to that number of additional shares equal to the result obtained when the difference, if any, resulting from the subtraction after any adjustment of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection (b) from Section 4(b), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the end of such Rights Offering is multiplied by the number of shares purchased upon exercise of the 162 Warrants held by such Warrant Holder during such period, adjustment and the resulting product is divided by denominator of which shall be the Exercise Price as adjusted for resulting from such Rights Offering pursuant to this subsection 4.7(b); provided that the provisions of Article 4 shall be applicable to any fractional interest in any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of this subsection 4.7(b). Such additional shares shall be deemed to have been issued to the Warrant Holder immediately following the end of the Rights Period and a certificate for such additional shares shall be delivered to such Warrant Holder within ten business days following the end of the Rights Periodadjustment.

Rights Offering. If prior the Corporation shall distribute to the Time all or ---------------- substantially all of Expiry the Issuer shall fix a ---------------- record date for the issue of its shareholders resident in Canada rights, options or warrants exercisable within a period of forty-five (45) days after the record date for such distribution to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share or at an exchange or conversion value per share in the case of securities exchangeable or convertible into Common Shares equal to or less than ninety-five percent (95%) of the Weighted Average Price for Common Shares determined as of the record date for such distribution, to all or substantially all of the holders of shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue ("Rights Period"), to subscribe for or purchase shares at a price per share to the holder of less than 95% of the Current Market Price for the shares on such record date Common Shares (any of such events event being called a "Rights Offering"), then the Exercise Price Number shall be adjusted effective immediately after the end record date on which holders of Common Shares are determined for the purposes of the Rights Period Offering to a price the Exercise number determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fractionmultiplying: (i) the Exercise Number in effect on such record date; by (ii) the fraction (1) the numerator of which shall be the aggregate of: A. (a) the number of shares Common Shares issued and outstanding as of the on such record date for the Rights Offering; date, and B. a number determined by dividing (1b) the product of the number of shares issued or subscribed during the Rights Period upon the exercise of the rights, warrants or options under Common Shares offered pursuant to the Rights Offering and or the price at maximum number of Common Shares for or into which such shares are the securities so offered by (2) the Current Market Price of the shares as of the record date for pursuant to the Rights Offering; Offering may be exchanged or converted, as the case may be, and (ii2) the denominator of which shall be the aggregate of (a) the number of shares Common Shares issued and outstanding after giving effect on such record date, and (b) the number determined by dividing either: (1) the product of (a) the number of Common Shares so offered; and (b) the price at which each of such Common Shares is offered, or (2) the product of (a) the maximum number of Common Shares for or into which the securities so offered pursuant to the Rights Offering and including may be exchanged or converted; and (b) the exchange or conversion value of each one of such securities so offered, as the case may be, by the Weighted Average Price of Common Shares determined as of such record date. To the extent that such options, rights or warrants are not exercised prior to the expiry date thereof, the Exercise Number shall be readjusted effective immediately after such expiry date to the Exercise Number which would then have been in effect based upon the number of shares Common Shares or securities exchangeable for or convertible into Common Shares actually issued or subscribed for during delivered on the Rights Period upon exercise of the rightssuch options, warrants rights or options under the Rights Offering. Any Warrant Holder who shall have exercised his right to purchase shares in accordance with Article 4 during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor shall, in addition to the shares to which he is otherwise entitled upon such exercise in accordance with Article 4, be entitled to that number of additional shares equal to the result obtained when the difference, if any, resulting from the subtraction of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection (b) from the Exercise Price in effect immediately prior to the end of such Rights Offering is multiplied by the number of shares purchased upon exercise of the 162 Warrants held by such Warrant Holder during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 4.7(b); provided that the provisions of Article 4 shall be applicable to any fractional interest in any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of this subsection 4.7(b). Such additional shares shall be deemed to have been issued to the Warrant Holder immediately following the end of the Rights Period and a certificate for such additional shares shall be delivered to such Warrant Holder within ten business days following the end of the Rights Periodwarrants.

Rights Offering. If the Corporation shall at any time after the Record Time and prior to the Separation Time of Expiry the Issuer shall fix a ---------------- record date for the issue issuance of rights, options or warrants to all or substantially all of the holders of shares under which such holders are entitled, during Voting Shares entitling them (for a period expiring not more than 45 within 21 calendar days after the such record date for such issue ("Rights Period"), date) to subscribe for or purchase shares Voting Shares (or securities convertible into or exchangeable for or carrying a right to purchase Voting Shares) at a price per share Voting Share (or, if a security convertible into or exchangeable for or carrying a right to purchase or subscribe for Voting Shares, having a conversion, exchange or exercise price, including the holder of price required to be paid to purchase such convertible or exchangeable security or right per share) less than 95% of the Current Market Price for the shares per Voting Share on such record date (any of such events being called a "Rights Offering")date, then the Exercise Price to be in effect after such record date shall be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period such record date by a fraction: (i) the numerator of which shall be the aggregate of: A. number of Voting Shares outstanding on such record date, plus the number of shares outstanding as Voting Shares that the aggregate offering price of the record date for total number of Voting Shares so to be offered (and/or the Rights Offering; and B. a number determined by dividing (1) the product aggregate initial conversion, exchange or exercise price of the number of shares issued convertible or subscribed during the Rights Period upon the exercise of the rightsexchangeable securities or rights so to be offered, warrants or options under the Rights Offering and including the price required to be paid to purchase such convertible or exchangeable securities or rights) would purchase at which such shares are offered by (2) the Current Market Price of the shares as of the record date for the Rights Offeringper Voting Share; and (ii) the denominator of which shall be the number of shares Voting Shares outstanding after giving effect to the Rights Offering and including on such record date, plus the number of shares additional Voting Shares to be offered for subscription or purchase (or into which the convertible or exchangeable securities or rights so to be offered are initially convertible, exchangeable or exercisable). In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of Rights. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, or if issued, are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed, or to the Exercise Price which would be in effect based upon the number of Voting Shares (or securities convertible into, or exchangeable or exercisable for Voting Shares) actually issued or subscribed for during upon the Rights Period upon exercise of the such rights, warrants options or options under warrants, as the Rights Offeringcase may be. Any Warrant Holder who shall have exercised his For purposes of this Agreement, the granting of the right to purchase shares in accordance with Article 4 during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor shall, in addition Voting Shares (whether from treasury or otherwise) pursuant to the shares to which he is otherwise entitled upon such exercise in accordance with Article 4, be entitled to that number of additional shares equal to the result obtained when the difference, if any, resulting from the subtraction of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection (b) from the Exercise Price in effect immediately prior to the end of such Rights Offering is multiplied by the number of shares purchased upon exercise of the 162 Warrants held by such Warrant Holder during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 4.7(b); provided that the provisions of Article 4 shall be applicable to Dividend Reinvestment Plan or any fractional interest in any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of this subsection 4.7(b). Such additional shares employee benefit stock option or similar plans shall be deemed not to have been issued constitute an issue of rights, options or warrants by the Corporation; provided, however, that, in all such cases, the right to the Warrant Holder immediately following the end purchase Voting Shares is at a price per share of not less than 95% of the Rights Period and a certificate for current market price per share (determined as provided in such additional shares shall be delivered to such Warrant Holder within ten business days following the end plans) of the Rights PeriodVoting Shares.

Rights Offering. If prior to Whenever during the Time of Expiry Conversion Period the Issuer shall fix a ---------------- record date for the issue of Company issues rights, options or warrants to all or substantially all of the holders of shares under the Common Shares pursuant to which such those holders are entitledentitled to subscribe for, during purchase or otherwise acquire Common Shares or Convertible Securities within a period expiring not more than of 45 days after from the record date for such of issue ("the “Rights Period"), to subscribe for or purchase shares ”) at a price per share to the holder price, or at a conversion price, of less than 9590% of the Current Market Price for at the shares on such record date for such distribution (any of such events issuance being called a "“Rights Offering"” and Common Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being the “Offered Shares”), then the Exercise Conversion Price shall will be adjusted effective immediately after the end record date at which holders of Common Shares are determined for the purposes of the Rights Period Offering to a price determined by multiplying number that is the Exercise product of (1) the Conversion Price in effect immediately prior to on the end of the Rights Period by record date, and (2) a fraction: (a) the numerator of which is the sum of: (i) the numerator of which shall be the aggregate of: A. the number of shares Common Shares outstanding as of on the record date for the Rights Offering; and B. a number determined by dividing (1) the product of the number of shares issued or subscribed during the Rights Period upon the exercise of the rightsdate, warrants or options under the Rights Offering and the price at which such shares are offered by (2) the Current Market Price of the shares as of the record date for before giving effect to the Rights Offering; and (ii) the number arrived at when either the product of: (A) the number of Offered Shares offered and the price at which those shares are offered; or (B) the conversion price of the Offered Shares and the maximum number of Offered Shares for or into which the Convertible Securities offered pursuant to the Rights Offering may be converted, as the case may be, is divided by the Current Market Price of the Common Shares on the record date; and (b) the denominator of which shall be is the sum of: (i) the number of shares Common Shares outstanding after on the record date, before giving effect to the Rights Offering and including Offering; and (ii) the number of shares actually issued or subscribed for during Offered Shares offered pursuant to the Rights Period upon exercise Offering or the maximum number of Offered Shares into which the rights, warrants or options under Convertible Securities offered pursuant to the Rights OfferingOffering may be converted, as the case may be. Any Warrant Holder who shall have exercised his right to purchase shares in accordance with Article 4 during If all the period beginning immediately after Offered Shares are not issued, the record date for a Rights Offering and ending on the last day of the Rights Period therefor shall, in addition to the shares to which he is otherwise entitled Conversion Price will be readjusted based upon such exercise in accordance with Article 4, be entitled to that number of additional shares equal to the result obtained when the difference, if any, resulting from the subtraction of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection (b) from the Exercise Price in effect immediately prior to the end of such Rights Offering is multiplied by the number of shares purchased upon exercise of the 162 Warrants held by such Warrant Holder during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 4.7(b); provided that the provisions of Article 4 shall be applicable to any fractional interest in any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of this subsection 4.7(b). Such additional shares shall be deemed to have been issued to the Warrant Holder immediately following the end of the Rights Period and a certificate for such additional shares shall be delivered to such Warrant Holder within ten business days following the end of the Rights PeriodOffered Shares actually issued.

Rights Offering. If prior the Corporation shall distribute to the Time all or ---------------- substantially all of Expiry the Issuer shall fix a ---------------- record date for the issue of its shareholders resident in Canada rights, options or warrants exercisable within a period of forty-five (45) days after the record date for such distribution to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share or at an exchange or conversion value per share in the case of securities exchangeable or convertible into Common Shares equal to or less than ninety-five percent (95%) of the Weighted Average Price for Common Shares determined as of the record date for such distribution, to all or substantially all of the holders of shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue ("Rights Period"), to subscribe for or purchase shares at a price per share to the holder of less than 95% of the Current Market Price for the shares on such record date Common Shares (any of such events event being called a "Rights Offering"), then the Exercise Price Number shall be adjusted effective immediately after the end record date on which holders of Common Shares are determined for the purposes of the Rights Period Offering to a price the Exercise number determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fractionmultiplying: (i) the Exercise Number in effect on such record date; by (ii) the fraction (1) the numerator of which shall be the aggregate of: A. (a) the number of shares Common Shares issued and outstanding as of the on such record date for the Rights Offering; date, and B. a number determined by dividing (1b) the product of the number of shares issued or subscribed during the Rights Period upon the exercise of the rights, warrants or options under Common Shares offered pursuant to the Rights Offering and or the price at maximum number of Common Shares for or into which such shares are the securities so offered by (2) the Current Market Price of the shares as of the record date for pursuant to the Rights Offering; Offering may be exchanged or converted, as the case may be, and (ii2) the denominator of which shall be the aggregate of (a) the number of shares Common Shares issued and outstanding after giving effect on such record date, and (b) the number determined by dividing either: (1) the product of a) the number of Common Shares so offered; and b) the price at which each of such Common Shares is offered, or (2) the product of a) the maximum number of Common Shares for or into which the securities so offered pursuant to the Rights Offering and including may be exchanged or converted; and b) the exchange or conversion value of each one of such securities so offered, as the case may be, by the Weighted Average Price of Common Shares determined as of such record date. To the extent that such options, rights or warrants are not exercised prior to the expiry date thereof, the Exercise Number shall be readjusted effective immediately after such expiry date to the Exercise Number which would then have been in effect based upon the number of shares Common Shares or securities exchangeable for or convertible into Common Shares actually issued or subscribed for during delivered on the Rights Period upon exercise of the rightssuch options, warrants rights or options under the Rights Offering. Any Warrant Holder who shall have exercised his right to purchase shares in accordance with Article 4 during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor shall, in addition to the shares to which he is otherwise entitled upon such exercise in accordance with Article 4, be entitled to that number of additional shares equal to the result obtained when the difference, if any, resulting from the subtraction of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection (b) from the Exercise Price in effect immediately prior to the end of such Rights Offering is multiplied by the number of shares purchased upon exercise of the 162 Warrants held by such Warrant Holder during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 4.7(b); provided that the provisions of Article 4 shall be applicable to any fractional interest in any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of this subsection 4.7(b). Such additional shares shall be deemed to have been issued to the Warrant Holder immediately following the end of the Rights Period and a certificate for such additional shares shall be delivered to such Warrant Holder within ten business days following the end of the Rights Periodwarrants.

Rights Offering. If the Company shall at any time after the Record Time and prior to the Expiration Time of Expiry the Issuer shall fix a ---------------- record date for the issue issuance of rights, options or warrants to all or substantially all of the holders of shares under which such holders are entitled, during Common Shares entitling them (for a period expiring not more than 45 within forty-five (45) calendar days after the such record date for such issue ("Rights Period"), date) to subscribe for or purchase shares Common Shares or securities convertible into or exchangeable for or carrying a right to purchase Common Shares at a price per share Common Share (or, if a security convertible into or exchangeable for Common Shares or carrying a right to purchase or subscribe for Common Shares having a conversion, exchange or exercise price, including the holder of price required to be paid to purchase such convertible or exchangeable security or right per share) less than 95% of the Current Market Price for the shares per Common Share on such record date (any of such events being called a "Rights Offering")date, then the Exercise Price to be in effect after such record date shall be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period such record date by a fraction: (i) the numerator of which shall be the aggregate of: A. number of Common Shares outstanding on such record date, plus the number of shares outstanding as Common Shares that the aggregate offering price of the record date for total number of Common Shares so to be offered (and/or the Rights Offering; and B. a number determined by dividing (1) the product aggregate initial conversion, exchange or exercise price of the number of shares issued convertible or subscribed during the Rights Period upon the exercise of the rightsexchangeable securities or rights so to be offered, warrants or options under the Rights Offering and including the price required to be paid to purchase such convertible or exchangeable securities or rights) would purchase at which such shares are offered by (2) the Current Market Price of the shares as of the record date for the Rights Offeringper Common Share; and (ii) the denominator of which shall be the number of shares Common Shares outstanding after giving effect to the Rights Offering and including on such record date, plus the number of shares additional Common Shares to be offered for subscription or purchase (or into which the convertible or exchangeable securities or rights to be offered are initially convertible, exchangeable or exercisable). In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of Rights. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, or if issued, are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would be in effect if such record date had not been fixed, or to the Exercise Price which would be in effect based upon the number of Common Shares (or securities convertible into, or exchangeable or exercisable for Common Shares) actually issued or subscribed for during upon the Rights Period upon exercise of the such rights, warrants options or options under warrants, as the Rights Offeringcase may be. Any Warrant Holder who shall have exercised his For the purposes of this Agreement, the granting of the right to purchase shares in accordance with Article 4 during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor shall, in addition to the shares to which he is otherwise entitled upon such exercise in accordance with Article 4, be entitled to that number of additional shares equal to the result obtained when the difference, if any, resulting Common Shares (whether from the subtraction of the Exercise Price as adjusted for such Rights Offering treasury or otherwise) pursuant to this subsection (b) from the Exercise Price in effect immediately prior to the end of such Rights Offering is multiplied by the number of shares purchased upon exercise of the 162 Warrants held by such Warrant Holder during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 4.7(b); provided that the provisions of Article 4 shall be applicable to any fractional interest in Dividend Reinvestment Plan or any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of this subsection 4.7(b). Such additional shares employee benefit stock option or similar plans shall be deemed not to have been issued constitute an issue of rights, options or warrants by the Company; provided, however, that, in all such cases, the right to the Warrant Holder immediately following the end purchase Common Shares is at a price per share of not less than 75% of the Rights Period and a certificate for current market price per share (determined as provided in such additional shares shall be delivered to such Warrant Holder within ten business days following the end plans) of the Rights PeriodCommon Shares.

Rights Offering. If prior to and whenever during the Time of Expiry Exercise Period the Issuer Corporation shall fix a ---------------- record date for the issue or distribution of rights, options or warrants to all or substantially all of the holders of shares Shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue ("Rights Period"), to subscribe for or purchase shares Shares or securities exchangeable for or convertible into Shares at a price per share to the holder (or having a conversion price or exchange price per Share) of less than 95% of the Current Market Price (as defined in Section 5 hereof) for the shares Shares on such record date (any of such events being called a "“Rights Offering"”), then the Exercise Price shall be adjusted effective immediately after the end of record date for the Rights Period Offering to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period on such record date by a fraction: (i) the numerator of which shall be the aggregate of: A. (A) the number of shares Shares outstanding as of the record date for the Rights Offering; , and B. (B) a number determined by dividing (1) either I. the product of the number of shares issued or subscribed during the Rights Period upon the exercise of the rights, warrants or options Shares offered under the Rights Offering and the price at which such shares Shares are offered, or, as the case may be, II the product of the exchange or conversion price per share of such securities offered and the maximum number of Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted, by (2) the Current Market Price of the shares Shares as of the record date for the Rights Offering; and (ii) the denominator of which shall be the aggregate of the number of shares Shares outstanding on such record date after giving effect to the Rights Offering and including the number of shares actually issued or subscribed for during Shares offered pursuant to the Rights Period Offering (including shares issuable upon exercise of the rights, warrants or options under the Rights Offering or upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering). Any Warrant Holder who Shares owned by or he d for the account of the Corporation shall have be deemed not to be outstanding for the purpose of any such calculation. To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised his right prior to purchase shares the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in accordance with Article 4 during the period beginning immediately after the effect if such record date for a Rights Offering had not been fixed or if such expired rights, options or warrants had not been issued. From and ending on the last day of the Rights Period therefor shall, in addition to the shares to which he is otherwise entitled upon such exercise in accordance with Article 4, be entitled to that number of additional shares equal to the result obtained when the difference, if any, resulting from the subtraction after any adjustment of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection (b) from Section 4(b), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the end of such Rights Offering is multiplied by the number of shares purchased upon exercise of the 162 Warrants held by such Warrant Holder during such period, adjustment and the resulting product is divided by denominator of which shall be the Exercise Price as adjusted for resulting from such Rights Offering pursuant to this subsection 4.7(b); provided that the provisions of Article 4 shall be applicable to any fractional interest in any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of this subsection 4.7(b). Such additional shares shall be deemed to have been issued to the Warrant Holder immediately following the end of the Rights Period and a certificate for such additional shares shall be delivered to such Warrant Holder within ten business days following the end of the Rights Periodadjustment.

Rights Offering. If prior to the Time Corporation shall distribute rights, options ---------------- or warrants exercisable within a period of Expiry forty-five (45) days after the Issuer shall fix a ---------------- record date for such distribution to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share or at an exchange or conversion value per share in the issue case of rightssecurities exchangeable or convertible into Common Shares equal to or less than ninety-five percent (95%) of the Weighted Average Price for Common Shares determined as of the record date for such distribution, options or warrants to all or substantially all of the holders of shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue ("Rights Period"), to subscribe for or purchase shares at a price per share to the holder of less than 95% of the Current Market Price for the shares on such record date Common Shares (any of such events event being called a "Rights Offering"), then the Exercise Price Number shall be adjusted effective immediately after the end record date on which holders of Common Shares are determined for the purposes of the Rights Period Offering to a price the Exercise number determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fractionmultiplying: (i) the Exercise Number in effect on such record date; by (ii) the fraction (1) the numerator of which shall be the aggregate of: A. (a) the number of shares Common Shares issued and outstanding as of the on such record date for the Rights Offering; date, and B. a number determined by dividing (1b) the product of the number of shares issued or subscribed during the Rights Period upon the exercise of the rights, warrants or options under Common Shares offered pursuant to the Rights Offering and or the price at maximum number of Common Shares for or into which such shares are the securities so offered by (2) the Current Market Price of the shares as of the record date for pursuant to the Rights Offering; Offering may be exchanged or converted, as the case may be, and (ii2) the denominator of which shall be the aggregate of (a) the number of shares Common Shares issued and outstanding after giving effect on such record date, and (b) the number determined by dividing either: (1) the product of a) the number of Common Shares so offered; and b) the price at which each of such Common Shares is offered, or (2) the product of a) the maximum number of Common Shares for or into which the Securities so offered pursuant to the Rights Offering may be exchanged or converted; and including b) the exchange or conversion value of each one of such securities so offered, as the case may be, by the Weighted Average Price of Common Shares determined as of such record date. To the extent that such options, rights or warrants are not exercised prior to the expiry date thereof, the Exercise Number shall be readjusted effective immediately after such expiry date to the Exercise Number which would then have been in effect based upon the number of shares Common Shares or securities exchangeable for or convertible into Common Shares actually issued or subscribed for during delivered on the Rights Period upon exercise of the rightssuch options, warrants rights or options under the Rights Offering. Any Warrant Holder who shall have exercised his right to purchase shares in accordance with Article 4 during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor shall, in addition to the shares to which he is otherwise entitled upon such exercise in accordance with Article 4, be entitled to that number of additional shares equal to the result obtained when the difference, if any, resulting from the subtraction of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection (b) from the Exercise Price in effect immediately prior to the end of such Rights Offering is multiplied by the number of shares purchased upon exercise of the 162 Warrants held by such Warrant Holder during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 4.7(b); provided that the provisions of Article 4 shall be applicable to any fractional interest in any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of this subsection 4.7(b). Such additional shares shall be deemed to have been issued to the Warrant Holder immediately following the end of the Rights Period and a certificate for such additional shares shall be delivered to such Warrant Holder within ten business days following the end of the Rights Periodwarrants.

Rights Offering. If prior and whenever the Company shall issue to all or substantially all the Time holders of Expiry the Issuer shall fix a ---------------- record date for the issue of Common Stock, rights, options or warrants to all or substantially all of the holders of shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for of such issue ("Rights Period")issue, to subscribe for or purchase shares Common Stock (or Derivative Securities), at a price per share to (or, in the holder case of securities convertible into or exchangeable for Common Stock, at an exchange or conversion price per share at the date of issue of such securities) of less than 95% of the Current Market Price for (hereinafter defined) of the shares Common Stock on such record date (any of such events event being herein called a "“Rights Offering"”), then in each such case the Exercise applicable Fixed Price shall be adjusted adjusted, effective immediately after the end record date at which holders of Common Stock are determined for the purposes of the Rights Period to a price determined Offering, by multiplying the Exercise applicable Fixed Price in effect immediately prior to the end of the Rights Period on such record date by a fractionfraction of which: (1) the numerator shall be the sum of: (a) the number of shares of Common Stock outstanding on such record date; and (b) a number obtained by dividing: (i) the numerator of which shall be the aggregate of:either, A. the number of shares outstanding as of the record date for the Rights Offering; and B. a number determined by dividing (1x) the product of the total number of shares issued of Common Stock so offered for subscription or subscribed during the Rights Period upon the exercise of the rights, warrants or options under the Rights Offering purchase and the price at which such shares are offered by so offered, or (2y) the Current Market Price product of the maximum number of shares of Common Stock into or for which the convertible or exchangeable securities so offered for subscription or purchase may be converted or exchanged and the conversion or exchange price of such securities, or, as of the record date for the Rights Offering; andcase may be, by (ii) the Market Price of the Common Stock on such record date; and (2) the denominator of which shall be the sum of: (a) the number of shares of Common Stock outstanding after giving effect to the Rights Offering and including on such record date; and (b) the number of shares actually issued of Common Stock so offered for subscription or subscribed purchase (or, in the case of Derivative Securities, the maximum number of shares of Common Stock for during or into which the Rights Period upon exercise of securities so offered for subscription or purchase may be converted or exchanged). To the extent that such rights, options or warrants or options under the Rights Offering. Any Warrant Holder who shall have are not exercised his right to purchase shares in accordance with Article 4 during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor shall, in addition to the shares to which he is otherwise entitled upon such exercise in accordance with Article 4, be entitled to that number of additional shares equal to the result obtained when the difference, if any, resulting from the subtraction of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection (b) from the Exercise Price in effect immediately prior to the end of expiry time thereof, the applicable Fixed Price shall be readjusted effective immediately after such Rights Offering is multiplied by expiry time to the applicable Fixed Price which would then have been in effect upon the number of shares purchased of Common Stock (or Derivative Securities) actually delivered upon the exercise of the 162 Warrants held by such Warrant Holder during such periodrights, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 4.7(b); provided that the provisions of Article 4 shall be applicable to any fractional interest in any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of this subsection 4.7(b). Such additional shares shall be deemed to have been issued to the Warrant Holder immediately following the end of the Rights Period and a certificate for such additional shares shall be delivered to such Warrant Holder within ten business days following the end of the Rights Periodoptions or warrants.

Rights Offering. If the Company shall at any time after the Record Time and prior to the Separation Time of Expiry the Issuer shall fix a ---------------- record date for the issue issuance of rights, options or warrants to all or substantially all of the holders of shares under which such holders are entitled, during Common Shares entitling them (for a period expiring not more than 45 within 21 calendar days after the such record date for such issue ("Rights Period"), date) to subscribe for or purchase shares Common Shares (or securities convertible into or exchangeable for or carrying a right to purchase Common Shares) at a price per share Common Share (or, if a security convertible into or exchangeable for or carrying a right to purchase or subscribe for Common Shares, having a conversion, exchange or exercise price, including the holder of price required to be paid to purchase such convertible or exchangeable security or right per share) less than 95% of the Current Market Price for the shares per Common Share on such record date (any of such events being called a "Rights Offering")date, then the Exercise Price to be in effect after such record date shall be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period such record date by a fraction: (i) the numerator of which shall be the aggregate of: A. number of Common Shares outstanding on such record date, plus the number of shares outstanding as Common Shares that the aggregate offering price of the record date for total number of Common Shares so to be offered (and/or the Rights Offering; and B. a number determined by dividing (1) the product aggregate initial conversion, exchange or exercise price of the number of shares issued convertible or subscribed during the Rights Period upon the exercise of the rightsexchangeable securities or rights so to be offered, warrants or options under the Rights Offering and including the price required to be paid to purchase such convertible or exchangeable securities or rights) would purchase at which such shares are offered by (2) the Current Market Price of the shares as of the record date for the Rights Offeringper Common Share; and (ii) the denominator of which shall be the number of shares Common Shares outstanding after giving effect to the Rights Offering and including on such record date, plus the number of shares additional Common Shares to be offered for subscription or purchase (or into which the convertible or exchangeable securities or rights so to be offered are initially convertible, exchangeable or exercisable). In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of Rights. Such adjustment shall be made successively whenever such a record date is fixed, and if such rights, options or warrants are not so issued, or if issued, are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed, or to the Exercise Price which would be in effect based upon the number of Common Shares (or securities convertible into, or exchangeable or exercisable for Common Shares) actually issued or subscribed for during upon the Rights Period upon exercise of the such rights, warrants options or options under warrants, as the Rights Offeringcase may be. Any Warrant Holder who shall have exercised his For purposes of this Agreement, the granting of the right to purchase shares in accordance with Article 4 during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor shall, in addition Common Shares (whether from treasury or otherwise) pursuant to the shares to which he is otherwise entitled upon such exercise in accordance with Article 4, be entitled to that number of additional shares equal to the result obtained when the difference, if any, resulting from the subtraction of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection (b) from the Exercise Price in effect immediately prior to the end of such Rights Offering is multiplied by the number of shares purchased upon exercise of the 162 Warrants held by such Warrant Holder during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 4.7(b); provided that the provisions of Article 4 shall be applicable to Dividend Reinvestment Plan or any fractional interest in any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of this subsection 4.7(b). Such additional shares employee benefit stock option or similar plans shall be deemed not to have been issued constitute an issue of rights, options or warrants by the Company; provided, however, that, in all such cases, the right to the Warrant Holder immediately following the end purchase Common Shares is at a price per share of not less than 80% of the Rights Period and a certificate for current market price per share (determined as provided in such additional shares shall be delivered to such Warrant Holder within ten business days following the end plans) of the Rights PeriodCommon Shares.

Rights Offering. If prior to and whenever during the Time of Expiry Exercise Period the Issuer Corporation shall fix a ---------------- record date for the issue or distribution of rights, options or warrants to all or substantially all of the holders of shares Shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue ("Rights Period"), to subscribe for or purchase shares Shares or securities exchangeable for or convertible into Shares at a price per share to the holder (or having a conversion price or exchange price per Share) of less than 95% of the Current Market Price (as defined in Section 5 hereof) for the shares Shares on such record date (any of such events being called a "“Rights Offering"”), then the Exercise Price shall be adjusted effective immediately after the end of record date for the Rights Period Offering to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period on such record date by a fraction: (i) the numerator of which shall be the aggregate of: A. (A) the number of shares Shares outstanding as of the record date for the Rights Offering; , and B. (B) a number determined by dividing (1) either I. the product of the number of shares issued or subscribed during the Rights Period upon the exercise of the rights, warrants or options Shares offered under the Rights Offering and the price at which such shares Shares are offered, or, as the case may be, II. the product of the exchange or conversion price per share of such securities offered and the maximum number of Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted, by (2) the Current Market Price of the shares Shares as of the record date for the Rights Offering; and (ii) the denominator of which shall be the aggregate of the number of shares Shares outstanding on such record date after giving effect to the Rights Offering and including the number of shares actually issued or subscribed for during Shares offered pursuant to the Rights Period Offering (including shares issuable upon exercise of the rights, warrants or options under the Rights Offering or upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering). Any Warrant Holder who Shares owned by or held for the account of the Corporation shall have be deemed not to be outstanding for the purpose of any such calculation. To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised his right prior to purchase shares the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in accordance with Article 4 during the period beginning immediately after the effect if such record date for a Rights Offering had not been fixed or if such expired rights, options or warrants had not been issued. From and ending on the last day of the Rights Period therefor shall, in addition to the shares to which he is otherwise entitled upon such exercise in accordance with Article 4, be entitled to that number of additional shares equal to the result obtained when the difference, if any, resulting from the subtraction after any adjustment of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection (b) from Section 5(b), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the end of such Rights Offering is multiplied by the number of shares purchased upon exercise of the 162 Warrants held by such Warrant Holder during such period, adjustment and the resulting product is divided by denominator of which shall be the Exercise Price as adjusted for resulting from such Rights Offering pursuant to this subsection 4.7(b); provided that the provisions of Article 4 shall be applicable to any fractional interest in any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of this subsection 4.7(b). Such additional shares shall be deemed to have been issued to the Warrant Holder immediately following the end of the Rights Period and a certificate for such additional shares shall be delivered to such Warrant Holder within ten business days following the end of the Rights Periodadjustment.

Rights Offering. If prior to and whenever during the Time of Expiry Exercise Period, the Issuer Company shall fix a ---------------- record date for the issue issuance of rights, options or warrants to all or substantially all of the holders of shares Common Shares under which such holders are entitled, during a period expiring not more than 45 forty-five (45) days after the record date for such issue ("“Rights Period"”), to subscribe for or purchase shares Common Shares or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or having a conversion price or exchange price per Common Share) of less than 95% of the Current Market Price for the shares Common Shares on such record date (any of such events being called a "“Rights Offering"”), then the Exercise Price shall be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction: (i) the numerator of which shall be the aggregate of: A. (1) the number of shares Common Shares outstanding as of the record date for the Rights Offering; , and B. (2) a number determined by dividing either (1a) where the event giving rise to the application of this subsection 5.1(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase additional Common Shares, the product of the number of shares Common Shares issued or subscribed for during the Rights Period upon the exercise of the rights, warrants or options under the Rights Offering and the price at which such shares Common Shares are offered, or, as the case may be, (b) where the event giving rise to the application of this subsection 5.1(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into shares, the product of the exchange or conversion price per share of such securities offered and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering have been exchanged or converted during the Rights Period, by (2) the Current Market Price of the shares Common Shares as of the record date for the Rights Offering; and (ii) the denominator of which shall be the number of shares Common Shares outstanding after giving effect to the Rights Offering and including the number of shares Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering or upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering. Any Warrant Holder who shall have If the holder has exercised his right to purchase shares in accordance with Article 4 any of the Warrants during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor Period, the holder shall, in addition to the shares Common Shares to which he the holder is otherwise entitled upon such exercise in accordance with Article 4II hereof, be entitled to that number of additional shares Common Shares equal to the result obtained when the difference, if any, resulting from the subtraction of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection (b5.1(b) from the Exercise Price in effect immediately prior to the end of such Rights Offering is multiplied by the number of shares Common Shares purchased upon exercise of the 162 Warrants held by such Warrant Holder holder during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 4.7(b5.1(b); provided that the provisions of Article 4 subsection 5.4(1) shall be applicable to any fractional interest in any share a Common Share to which such Warrant Holder holder might otherwise be entitled under the foregoing provisions of this subsection 4.7(b5.1(b). Such additional shares Common Shares shall be deemed to have been issued to the Warrant Holder holder immediately following the end of the Rights Period and a certificate for such additional shares Common Shares shall be delivered to such Warrant Holder holder within ten business days three (3) Business Days following the end of the Rights Period. If at any time after the date hereof and prior to the Time of Expiry, any of the events set out in subsection 5.1(b) shall occur and the holder has not exercised any of the Warrants during the Rights Period, and the occurrence of such event results in an adjustment of the Exercise Price pursuant to provisions of this Section 5.1, then the number of Common Shares purchasable pursuant to this Warrant Indenture shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.