Common use of Rights Offering Clause in Contracts

Rights Offering. If at any time while the Warrants are outstanding the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of Common Shares entitling them, for a period expiring not more than 45 days after the record date, to subscribe for or purchase Common Shares or Convertible Securities at a price per Common Share (or having a conversion price per Common Share) less than 95% of the Current Market Price as at the record date (the issuance of any such rights, options or warrants being a "Rights Offering"), then the Current Warrant Price shall be adjusted effective immediately after the record date so that it shall equal the price determined by multiplying the Current Warrant Price in effect on the record date of such Rights Offering by a fraction: (a) the numerator of which shall be the number of Common Shares Deemed Outstanding on the record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion price of the Convertible Securities so offered) by the Current Market Price; and (b) the denominator shall be the number of Common Shares Deemed Outstanding on the record date plus the total number of additional Common Shares offered by subscription or purchase (or into which the Convertible Securities so offered are convertible); to the extent that any such rights, options or warrants are not so issued or are not exercised prior to the expiration thereof, the Current Warrant Price shall be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Price which would then be in effect based upon the number of Common Shares (or Convertible Securities) actually issued upon the exercise of such rights, options and warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Rights Offering. If the Corporation shall at any time while after the Warrants are outstanding Record Time and prior to the Corporation shall Separation Time fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of Common Shares entitling them, them (for a period expiring not more than 45 within 21 calendar days after the such record date, ) to subscribe for or purchase Common Shares (or Convertible Securities securities convertible into or exchangeable for or carrying a right to purchase Common Shares) at a price per 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 conversion, exchange or exercise price, including the price required to be paid to purchase such convertible or exchangeable security or right per Common Shareshare) less than 95% of the Current Market Price as at per Common Share on such record date, the Exercise Price to be in effect after such record date (the issuance of any such rights, options or warrants being a "Rights Offering"), then the Current Warrant Price shall be adjusted effective immediately after the record date so that it shall equal the price determined by multiplying the Current Warrant Exercise Price in effect on the immediately prior to such record date of such Rights Offering by a fraction: (ai) the numerator of which shall be the number of Common Shares Deemed Outstanding outstanding on such record date, plus the record date plus a number of Common Shares equal to the number arrived at by dividing that the aggregate offering price of the total number of additional Common Shares so to be offered for subscription or purchase (or and/or the aggregate conversion initial conversion, exchange or exercise price of the Convertible Securities convertible or exchangeable securities or rights so to be offered, including the price required to be paid to purchase such convertible or exchangeable securities or rights) by the Current would purchase at such Market PricePrice per Common Share; and (bii) the denominator of which shall be the number of Common Shares Deemed Outstanding outstanding on the such record date date, plus the total number of additional Common Shares to be offered by for subscription or purchase (or into which the Convertible Securities convertible or exchangeable securities or rights so to be offered are initially convertible, exchangeable or exercisable); to . 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 extent 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 any such rights, options or warrants are not so issued issued, or if issued, are not exercised prior to the expiration thereof, the Current Warrant Exercise Price shall be readjusted to the Current Warrant Exercise Price which would then be in effect if the such record date had not been fixed fixed, or to the Current Warrant Exercise Price which would then be in effect based upon the number of Common Shares (or Convertible Securitiessecurities convertible into, or exchangeable or exercisable for Common Shares) actually issued upon the exercise of such rights, options and or warrants, as the case may be. For purposes of this Agreement, but subject the granting of the right to purchase Common Shares (whether from treasury or otherwise) pursuant to the Dividend Reinvestment Plan or any other adjustment required hereunder employee benefit stock option or similar plans shall be deemed not to constitute an issue of rights, options or warrants by reason the Corporation; provided, however, that, in all such cases, the right to purchase Common Shares is at a price per share of any event arising after not less than 95% of the record datecurrent market price per share (determined as provided in such plans) of the Common Shares.

Rights Offering. (a) If and whenever at any time while from the Warrants are outstanding date of this Indenture to the Corporation shall fix expiry of the Warrant Exercise Period, the Company fixes a record date for the issuance of rights, options or warrants to all or substantially all of the holders of the outstanding Common Shares entitling them, for a period expiring not more than 45 days after the record date, to subscribe for or purchase Common Shares or Convertible Securities at a price per Common Share share (or having a conversion price per Common Shareshare) less than 95% of the Current Market Price as at on the earlier of the record date and the date on which the Company announces its intention to make such issuance (the issuance of any such rights, options or warrants issuance being a "Rights Offering"), then the Current Warrant Price shall Adjustment Factor will be adjusted effective immediately after on the record date so that it shall will equal the price determined by multiplying number which is the Current Warrant product of the Price Adjustment Factor in effect on immediately prior to the record date of such Rights Offering by a and the fraction: (ai) the numerator of which shall will be the total number of Common Shares Deemed Outstanding on outstanding immediately prior to the record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of multiplying the total number of additional Common Shares offered for subscription or purchase (or into or for which the aggregate conversion price total number of the Convertible Securities so offered) offered are convertible or exchangeable by the quotient obtained by dividing the purchase or subscription price for each Common Share offered for subscription or purchase or the conversion price for each Convertible Security so offered by such Current Market PricePrice for the Common Shares; and (bii) the denominator shall of which will be the total number of Common Shares Deemed Outstanding on the outstanding immediately prior to such record date plus the total number of additional Common Shares offered by for subscription or purchase (or into or for which the total number of Convertible Securities so offered are convertible); convertible or exchangeable. The adjustment will be made successively whenever a record date is fixed, provided that if two or more such record dates or dates of announcement, as applicable, or record dates or dates of announcement, as applicable, referred to in Subsection 6.4(c) are fixed within a period of 35 trading days, the adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not so issued or any of the rights, options or warrants so issued are not exercised prior to the expiration thereof, or any Convertible Securities are not so converted into or exchanged for Common Shares prior to the Current Warrant expiration of the right to do so, the Price shall Adjustment Factor will be readjusted to the Current Warrant Price which would then be Adjustment Factor in effect if immediately prior to the record date had not been fixed or date, and the Current Warrant Price which would then Adjustment Factor will be in effect further adjusted based upon the number of additional Common Shares (or Convertible Securities) actually issued delivered upon the exercise of such the rights, options and or warrants, or issued upon the conversion or exchange of the Convertible Securities, as the case may be. (b) If and whenever at any time from the date of this Indenture to the expiry of the Warrant Exercise Period, but subject the Company fixes a record date for the issuance of rights, options or warrants to any other adjustment required hereunder by reason all or substantially all the holders of any event arising the outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares or Convertible Securities at a price per share (or having a conversion price per share) not less than 95% of the Current Market Price on the earlier of the record datedate and the date on which the Company announces its intention to make such issuance, the Price Adjustment Factor will not be adjusted. (c) If the purchase price provided for in any right, warrant or option issued in connection with a Rights Offering is decreased, or the conversion price for Convertible Securities issued in connection with a Share Reorganization is increased, the Price Adjustment Factor will forthwith be changed to whatever Price Adjustment Factor would have been obtained had the adjustment made in connection with the issuance of all such rights, warrants, options or Convertible Securities been made upon the basis of the purchase price as so decreased or the conversion price as so increased, provided that the provisions of this Subsection 6.4

Rights Offering. If and whenever at any time while during the Warrants are outstanding Adjustment Period, the Corporation Company shall fix a record date for the issuance issue of rights, options or warrants to all or substantially all of the holders of Common Shares entitling themthe holders thereof, for within a period expiring not more than 45 days after the record datedate for such issue, to subscribe for or purchase Common Shares (or Convertible Securities securities convertible into or exchangeable for Common Shares) at a price per Common Share share (or having a conversion or exchange price per Common Shareshare) less than 95% of the Current Market Price as at the on such record date (the issuance of any such rights, options or warrants being a "Rights Offering")date, then the Current Warrant Exercise Price shall be adjusted effective immediately after the such record date so that it shall will equal the price rate determined by multiplying the Current Warrant Exercise Price in effect on the such record date of such Rights Offering by a fraction: (a) , of which the numerator of which shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date plus a the number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares so offered for subscription or purchase (or the aggregate conversion or exchange price of the Convertible Securities convertible or exchangeable securities so offered) by the such Current Market Price; and (b) , and of which the denominator shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date plus the total number of additional Common Shares so offered by for subscription or purchase (or into or for which the Convertible Securities convertible or exchangeable securities so offered are convertibleconvertible or exchangeable); . Any Common Shares owned by or held for the account of the Company or any subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, provided that if two or more such record dates referred to in this paragraph 11(b)(ii) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not so issued or are not exercised prior to the expiration thereof, the Current Warrant Exercise Price shall then be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Exercise Price which would then be in effect based upon the number of Common Shares (or Convertible Securitiessecurities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options and or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Rights Offering. If at any time while during the Warrants are outstanding Exercise Period the Corporation shall fix a record date for the issuance issue of rights, options or warrants to all or substantially all of the holders of Common Shares entitling themunder which such holders are entitled, for during a period expiring not more than 45 forty-five (45) days after the record datedate for such issue (“Rights Period”), to subscribe for or purchase Common Shares or Convertible Securities securities exchangeable for or convertible into Common Shares at a price per Common Share share to the holder (or having a at an exchange or conversion price per Common Shareprice) of less than 95% of the Current Market Price as at for the Common Shares on such record date (the issuance any of any such rights, options or warrants events being called a "“Rights Offering"”), then the Current Warrant Exercise Price shall be adjusted effective immediately after the record date so that it shall equal end of the Rights Period to a price determined by multiplying the Current Warrant Exercise Price in effect on immediately prior to the record date end of such the Rights Offering Period by a fraction: (i) the numerator of which shall be the aggregate of: A. number of Common Shares outstanding as of the record date for the Rights Offering; and B. a number determined by dividing: (i) either: (a) the numerator product of the number of 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 Common Shares are offered; or (b) 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, as the case may be by; (ii) the Current Market Price of the Common Shares as of the record date for the Rights Offering; and (ii) the denominator of which shall be the number of Common Shares Deemed Outstanding on the record date plus a number of Common Shares equal outstanding after giving effect to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion price of the Convertible Securities so offered) by the Current Market Price; and (b) the denominator shall be Rights Offering and including the number of Common Shares Deemed Outstanding on actually issued or subscribed for during the record date plus Rights Period upon exercise of the total number rights, warrants or options under the Rights Offering or upon the exercise of additional Common Shares offered by subscription the exchange or purchase (conversion rights contained in such exchangeable or into convertible securities under the Rights Offering. If during the Exercise Period a Rights Offering shall occur which results in an adjustment in the Convertible Securities so offered are convertible); Exercise Price pursuant to the extent that any such rightsprovisions of this subsection 5.2(b), options or warrants are not so issued or are not exercised prior to the expiration thereof, the Current Warrant Price shall be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Price which would then be in effect based upon the number of Common Shares (or Convertible Securities) actually issued upon purchasable pursuant to each Warrant shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares theretofore purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such rightsadjustment and the denominator of which shall be the Exercise Price resulting from such adjustment. For the purposes of any computation made in accordance with this subsection 5.2(b), options and warrantsCommon Shares owned legally or beneficially by the Corporation or a Subsidiary or any other Affiliate of the Corporation, as determined in accordance with the case may beprovisions of Section 13.7, but subject to any other adjustment required hereunder by reason of any event arising after the record dateshall be disregarded.

Rights Offering. If and whenever at any time while during the Warrants are outstanding Exercise Period, the Corporation Company shall fix a record date for the issuance issue of rights, options or warrants to all or substantially all of the holders of Common Shares entitling themthe holders thereof, for within a period expiring not more than 45 days after the record datedate for such issue, to subscribe for or purchase Common Shares (or Convertible Securities Securities) at a price per Common Share share (or having a conversion or exchange price per Common Shareshare) less than 95% of the Current Market Price as at the on such record date (the issuance of any such rights, options or warrants being a "Rights Offering")date, then the Current Warrant Price shall Exchange Number will be adjusted effective immediately after the such record date so that it shall will equal the price rate determined by multiplying the Current Warrant Price Exchange Number in effect on the such record date of such Rights Offering by a fraction: (a) the numerator , of which the denominator shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date plus a the number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares so offered for subscription or purchase (or the aggregate conversion or exchange price of the Convertible Securities convertible or exchangeable securities so offered) by the such Current Market Price; and (b) , and of which the denominator numerator shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date plus the total number of additional Common Shares so offered by for subscription or purchase (or into or for which the Convertible Securities convertible or exchangeable securities so offered are convertibleconvertible or exchangeable); . Any Common Shares owned by or held for the account of the Company or any subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in this Section 2.1(b)(ii) are fixed within a period of 25 trading days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not so issued or are not exercised prior to the expiration thereof, the Current Warrant Price shall Exchange Number will then be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Price Exchange Number which would then be in effect based upon the number of Common Shares (or Convertible Securitiessecurities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options and or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Rights Offering. If If, at any time while during the Warrants are outstanding the Corporation Exercise Period, Dura shall issue or sell or fix a record date for the issuance of rights, options options, warrants or warrants convertible or exchangeable securities to all or substantially all the holders of Common Shares Stock entitling them, for a period expiring not more than 45 days after the record date, holders thereof to subscribe for or purchase Common Shares Stock (or Convertible Securities securities convertible into or exchangeable for Common Stock), in any such case, at a price per Common Share share (or having a conversion price per Common Shareshare) less that, together with the value (if for consideration other than 95% cash, as reasonably determined in good faith by the Board of the Current Market Price as at the record date (the issuance Directors of Dura) of any consideration paid for any such rights, options options, warrants or warrants being a "Rights Offering")convertible or exchangeable securities, then is greater than the Current Warrant Exercise Price shall be adjusted effective and less than the Closing Price on the date of such issuance or sale or on such record date, as the case may be, then, immediately after the date of such issuance or sale or on such record date date, the number of shares to be delivered upon exercise of the Warrants shall be appropriately increased so that it the Holder, thereafter during the Exercise Period, shall equal be entitled to receive the price number of shares of Common Stock determined by multiplying the Current Warrant Price in effect on number of shares such Holder would have been entitled to receive immediately before the record date of such Rights Offering issuance or sale or such record date by a fraction: , (aA) the numerator of which shall be the number of shares of Common Shares Deemed Outstanding Stock outstanding on the record such date plus a the number of additional shares of Common Shares equal to Stock offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are initially convertible or exchangeable) and (B) the denominator of which shall be the number arrived at by dividing of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that the aggregate offering price of the total number of additional Common Shares shares so offered for subscription or purchase (or the aggregate initial conversion price of the Convertible Securities convertible securities so offered) by would purchase at such Closing Price, and the Current Market Price; and (b) the denominator Exercise Price shall be appropriately adjusted. The time of occurrence of an event giving rise to an adjustment pursuant to this Section 13(v) shall, in the number case of Common Shares Deemed Outstanding on a dividend, be the record date plus and shall, in the total number case of additional Common Shares offered by subscription an issuance or purchase (or into which sale, be the Convertible Securities so offered are convertible); to the extent that any such rights, options or warrants are not so issued or are not exercised prior to the expiration thereof, the Current Warrant Price shall be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Price which would then be in effect based upon the number of Common Shares (or Convertible Securities) actually issued upon the exercise of such rights, options and warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record dateissuance or sale.

Rights Offering. If at any time while the Warrants are outstanding the Corporation shall fix Company fixes a record date for the issuance issue or distribution of rights, options or warrants to the holders of all or substantially all of the holders of outstanding Common Shares entitling them, for a period expiring not more than 45 days after the record date, under which such holders are entitled to subscribe for or purchase Common Shares or Convertible Securities securities exchangeable for or convertible into Common Shares at a price per Common Share share (or having a an exchange price or conversion price per Common Shareshare) of less than 95% of the Current Market Price as at of the Common Shares on such record date (the issuance any of any such rights, options or warrants events being a "Rights Offering"), then the Current Warrant Conversion Price shall will be adjusted effective immediately after the record date so that it shall equal for the Rights Offering to a price determined by multiplying the Current Warrant Conversion Price in effect on the such record date of such Rights Offering by a fraction: (ai) the numerator of which shall will be the aggregate of: (A) the number of Common Shares Deemed Outstanding on outstanding as of the record date plus a number of Common Shares equal to for the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion price of the Convertible Securities so offered) by the Current Market PriceRights Offering; and (bB) a number determined by dividing the sum of: (i) the denominator shall be product of the number of Common Shares Deemed Outstanding on (or securities exchangeable for or convertible into Common Shares) offered under the Rights Offering and the price at which such Common Shares are offered (or the exchange price or conversion price per share), and (ii) the product of the number of Common Shares, if any, issuable upon exercise of any securities exchangeable for or convertible into Common Shares (the "Compensation Securities") which Compensation Securities may be issued as compensation to one or more guarantors under the Rights Offering and the exchange price or conversion price per Common Share of such Compensation Securities, as the case may be, by the Market Price of the Common Shares as of the record date plus for the total Rights Offering; and (ii) the denominator of which will be the aggregate of the number of additional Common Shares offered by subscription or purchase outstanding on such record date, the number of Common Shares (or securities exchangeable for or convertible into which Common Shares) offered pursuant to the Convertible Securities so offered are convertible); Rights Offering and the number of Common Shares issuable on the exchange or conversion of any Compensation Securities. Any Common Shares owned by or held for the account of the Company will be deemed not to be outstanding for the purpose of any such calculation. For greater certainty and notwithstanding anything to the contrary contained herein, the Conversion Price shall not be adjusted pursuant to this Section 6.1(c) in circumstances where the Market Price of the Common Shares as of the record date for the Rights Offering and the issue price under the Rights Offering is greater than the Conversion Price. To the extent that a Rights Offering is not completed or any such rights, options or warrants are not so issued or are not exercised prior to the expiration thereofof a Rights Offering, the Current Warrant Conversion Price shall then be readjusted to the Current Warrant Conversion Price which would then be in effect if the such record date had not been fixed or the Current Warrant Price which would then be in effect based upon the number of Common Shares (or Convertible Securities) actually issued upon the exercise of if such expired rights, options and warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record dateor warrants had not been issued.

Rights Offering. If the Corporation shall at any time while after the Warrants are outstanding Record Time and prior to the Corporation shall Expiration Time fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of Common Shares entitling them, them (for a period expiring not more than 45 within 21 calendar days after the such record date, ) to subscribe for or purchase Common Shares (or Convertible Securities Securities) at a price per Common Share (or or, if Convertible Securities, having a conversion conversion, exchange or exercise price, including the price per Common Sharerequired to be paid to purchase such Convertible Securities) less than 95% of the Current Market Price as at per Common Share on such record date, the Exercise Price to be in effect alter such record date (the issuance of any such rights, options or warrants being a "Rights Offering"), then the Current Warrant Price shall be adjusted effective immediately after the record date so that it shall equal the price determined by multiplying the Current Warrant Exercise Price in effect on the immediately prior to such record date of such Rights Offering by a fraction: (ai) the numerator of which shall be the number of Common Shares Deemed Outstanding outstanding on such record date, plus the record date plus a number of Common Shares equal to the number arrived at by dividing that the aggregate offering price of the total number of additional Common Shares so to be offered for subscription or purchase (or and/or the aggregate conversion initial conversion, exchange or exercise price of the Convertible Securities so to be offered, including the price required to be paid to purchase such Convertible Securities) by the Current would purchase at such Market PricePrice per Common Share; and (bii) the denominator of which shall be the number of Common Shares Deemed Outstanding outstanding on the such record date date, plus the total number of additional Common Shares to be offered by for subscription or purchase (or into which the Convertible Securities so to be offered are initially convertible, exchangeable or exercisable); to . 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 extent 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 any such rights, options or warrants are not so issued issued, or if issued, are not exercised prior to the expiration thereof, the Current Warrant Exercise Price shall be readjusted to the Current Warrant Exercise Price which would then be in effect if the such record date had not been fixed fixed, or to the Current Warrant Exercise Price which would then be in effect based upon the number of Common Shares (or Convertible Securities) actually issued upon the exercise of such rights, options and or warrants, as the case may be. For purposes of this Agreement, but subject the granting of the right to purchase Common Shares (whether from treasury or otherwise) pursuant to the Dividend Reinvestment Plan or any other adjustment required hereunder employee benefit stock option or similar plans shall be deemed not to constitute an issue of rights, options or warrants by reason the Corporation; provided, however, that, in all such cases, the right to purchase Common Shares is at a price per share of any event arising after not less than 95% of the record datecurrent market price per share (determined as provided in such plans) of the Common Shares.

Rights Offering. If the Company, at any time while the Warrants are this Warrant is outstanding the Corporation and unexpired, shall fix undertake a record date for the issuance of rights, options or warrants rights offering to all or substantially all the holders of the Common Shares Stock entitling them, for a period expiring not more than 45 days after the record date, such holders to subscribe for or purchase shares of Common Shares or Convertible Securities Stock at a price per less than the “Fair Market Value” (as defined in this Section 3.1.2), other than as described in Section 3.4 below (any such non-excluded event being referred to as a “Rights Offering”), such Rights Offering shall be deemed a stock dividend of a number of shares of Common Share Stock equal to the product of (i) the number of shares of Common Stock actually sold in such Rights Offering (or having a conversion issuable under any other equity securities sold in such Rights Offering that are convertible into or exercisable for the Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common ShareStock paid in such Rights Offering divided by (y) less than 95% the Fair Market Value. The number of shares of Common Stock issuable on exercise of this Warrant shall be increased in proportion to such deemed increase in the Current Market Price as at outstanding shares of Common Stock and the record date (the issuance of any such rights, options or warrants being a "Rights Offering"), then the Current Warrant Price shall be adjusted effective immediately after (to the record date so that it shall equal the price determined nearest cent) by multiplying the Current Warrant Price in effect on the record date of immediately prior to such Rights Offering adjustment by a fraction: fraction (ax) the numerator of which shall be the number of Common Shares Deemed Outstanding on the record date plus a number shares of Common Shares equal Stock purchasable upon the exercise of this Warrant immediately prior to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase such adjustment, and (or the aggregate conversion price of the Convertible Securities so offered) by the Current Market Price; and (by) the denominator of which shall be the number of shares of Common Shares Deemed Outstanding on Stock so purchasable immediately thereafter. For purposes of this Section 3.1.2, (i) if the Rights Offering is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Common Stock as reported during the five (5) Trading Day period ending on, and including, the second Trading Day immediately preceding the record date plus the total number used to determine which holders of additional Common Shares offered by subscription or purchase (or into which the Convertible Securities so offered are convertible); to the extent that any Stock will receive such rights, options or warrants are not so issued or are not exercised prior to the expiration thereof, the Current Warrant Price shall be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Price which would then be in effect based upon the number of Common Shares (or Convertible Securities) actually issued upon the exercise of such rights, options and warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Rights Offering. If LIGAND at any time while after the Warrants are outstanding date of issuance hereof and before 5:00 p.m., San Diego time, on the Corporation last day of the Exercise Period, shall issue or sell or fix a record date for the issuance of rights, options options, warrants or warrants convertible or exchangeable securities to all or substantially all the holders of Common Shares Stock entitling them, for a period expiring not more than 45 days after the record date, them to subscribe for or purchase Common Shares Stock or Convertible Securities securities convertible into Common Stock, in any such case, at a price per Common Share share (or having a conversion price per Common Shareshare) less that, together with the value (if for consideration other than 95% cash, as determined in good faith by the Board of the Current Market Price as at the record date (the issuance Directors of LIGAND) of any consideration paid for any such rights, options options, warrants, or warrants being convertible or exchangeable securities, is greater than the Exercise Price and less than the Closing Price on the date of such issuance or sale or on such a "Rights Offering")record date then, then the Current Warrant Price shall be adjusted effective immediately after the date of such issuance or sale, or on such record date date, the number of shares to be delivered upon exercise of this Warrant shall be appropriately increased so that it shall equal the price Holder thereafter, during the Exercise Period, will be entitled to receive the number of shares of Common Stock determined by multiplying the Current Warrant Price in effect on number of shares the record Holder would have been entitled to receive immediately before the date of such Rights Offering issuance or sale or such record date by a fraction: (a) , the numerator denominator of which shall will be the number shares of Common Shares Deemed Outstanding Stock outstanding on the record such date plus a the number of shares of Common Shares equal to the number arrived at by dividing Stock that the aggregate offering price of the total number of additional Common Shares shares so offered for subscription or purchase (or the aggregate initial conversion price of the Convertible Securities convertible securities so offered) by would purchase at such Closing Price, and the Current Market Price; and (b) the denominator shall numerator of which will be the number of shares of Common Shares Deemed Outstanding Stock outstanding on the record such date plus the total number of additional shares of Common Shares Stock offered by for subscription or purchase (or into which the Convertible Securities convertible securities so offered are initially convertible); to , and the extent that any such rights, options or warrants are not so issued or are not exercised prior to the expiration thereof, the Current Warrant Price exercise price shall be readjusted appropriately adjusted. The time of occurrence of an event giving rise to an adjustment pursuant to this Section 9(d) shall, in the Current Warrant Price which would then case of a dividend, be in effect if the record date had not been fixed and shall, in the case of an issuance or sale, be the Current Warrant Price which would then be in effect based upon the number of Common Shares (or Convertible Securities) actually issued upon the exercise date of such rights, options and warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record dateissuance or sale.

Rights Offering. If the Company shall at any time while after the Warrants are outstanding Record Time and prior to the Corporation shall Separation Time fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of Common Shares entitling them, them (for a period expiring not more than within 45 calendar days after the such record date, ) to subscribe for or purchase Common Shares or Convertible Securities securities convertible into or exchangeable for or carrying a right to purchase Common Shares at a price per 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 conversion, exchange or exercise price, including the price required to be paid to purchase such convertible or exchangeable security or right per Common Shareshare) less than 95% of the Current Market Price as at per Common Share on such record date, the Exercise Price to be in effect after such record date (the issuance of any such rights, options or warrants being a "Rights Offering"), then the Current Warrant Price shall be adjusted effective immediately after the record date so that it shall equal the price determined by multiplying the Current Warrant Exercise Price in effect on the immediately prior to such record date of such Rights Offering by a fraction: (ai) the numerator of which shall be the number of Common Shares Deemed Outstanding outstanding on such record date, plus the record date plus a number of Common Shares equal to the number arrived at by dividing that the aggregate offering price of the total number of additional Common Shares so to be offered for subscription or purchase (or and/or the aggregate conversion initial conversion, exchange or exercise price of the Convertible Securities convertible or exchangeable securities or rights so to be offered, including the price required to be paid to purchase such convertible or exchangeable securities or rights) by the Current would purchase at such Market PricePrice per Common Share; and (bii) the denominator of which shall be the number of Common Shares Deemed Outstanding outstanding on the such record date date, plus the total number of additional Common Shares to be offered by for subscription or purchase (or into which the Convertible Securities so convertible or exchangeable securities or rights to be offered are initially convertible, exchangeable or exercisable); to . 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 extent 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 any such rights, options or warrants are not so issued issued, or if issued, are not exercised prior to the expiration thereof, the Current Warrant Exercise Price shall be readjusted to the Current Warrant Exercise Price which would then be in effect if the such record date had not been fixed fixed, or to the Current Warrant Exercise Price which would then be in effect based upon the number of Common Shares (or Convertible Securitiessecurities convertible into, or exchangeable or exercisable for Common Shares) actually issued upon the exercise of such rights, options and or warrants, as the case may be. For purposes of this Agreement, but subject the granting of the right to purchase Common Shares (whether from treasury or otherwise) pursuant to any other adjustment required hereunder Dividend Reinvestment Plan or any employee benefit stock option or similar plans shall be deemed not to constitute an issue of rights, options or warrants by reason the Company; provided, however, that, in all such cases, the right to purchase Common Shares is at a price per share of any event arising after not less than 75% of the record datecurrent market price per share (determined as provided in such plans) of the Common Shares.

Rights Offering. If at any time while and whenever the Warrants are outstanding the Corporation Company shall fix a record date for the issuance of rights, options or warrants issue to all or substantially all the holders of Common Shares entitling themStock, for rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record datedate of such issue, to subscribe for or purchase Common Shares Stock (or Convertible Securities Derivative Securities), at a price per share (or, in the case of securities convertible into or exchangeable for Common Share (Stock, at an exchange or having a conversion price per Common Shareshare at the date of issue of such securities) of less than 95% of the Current Market Price as at of the Common Stock on such record date (the issuance of any such rights, options or warrants event being herein called a "Rights Offering"), then in each such case the Current Warrant applicable Fixed Price shall be adjusted adjusted, effective immediately after the record date so that it shall equal at which holders of Common Stock are determined for the price determined purposes of the Rights Offering, by multiplying the Current Warrant applicable Fixed Price in effect on the such record date of such Rights Offering by a fractionfraction of which: (1) the numerator shall be the sum of: (a) the numerator of which shall be the number of shares of Common Shares Deemed Outstanding Stock outstanding on the such record date plus date; and (b) a number of Common Shares equal to obtained by dividing: (i) either, (x) the number arrived at by dividing the aggregate price product of the total number of additional shares of Common Shares Stock so offered for subscription or purchase and the price at which such shares are so offered, or (y) the product of the maximum number of shares of Common Stock into or for which the aggregate 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 the Convertible Securities so offeredcase may be, by (ii) by the Current Market PricePrice of the Common Stock on such record date; and (2) the denominator shall be the sum of: (a) the number of shares of Common Stock outstanding on such record date; and (b) the denominator shall be the number of shares of Common Shares Deemed Outstanding on the record date plus the total number of additional Common Shares Stock so offered by for subscription or purchase (or, in the case of Derivative Securities, the maximum number of shares of Common Stock for or into which the Convertible Securities securities so offered are convertiblefor subscription or purchase may be converted or exchanged); to . To the extent that any such rights, options or warrants are not so issued or are not exercised prior to the expiration expiry time thereof, the Current Warrant applicable Fixed Price shall be readjusted effective immediately after such expiry time to the Current Warrant applicable Fixed Price which would then be have been in effect if the record date had not been fixed or the Current Warrant Price which would then be in effect based upon the number of shares of Common Shares Stock (or Convertible Derivative Securities) actually issued delivered upon the exercise of such rights, options and or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Rights Offering. If If, at any time while during the Warrants are outstanding the Corporation Exercise Period, Dura shall issue or sell or fix a record date for the issuance of rights, options options, warrants or warrants convertible or exchangeable securities to all or substantially all the holders of Common Shares Stock entitling them, for a period expiring not more than 45 days after the record date, holders thereof to subscribe for or purchase Common Shares Stock (or Convertible Securities securities convertible into or exchangeable for Common Stock), in any such case, at a price per Common Share share (or having a conversion price per Common Shareshare) less that, together with the value (if for consideration other than 95% cash, as reasonably determined in good faith by the board of the Current Market Price as at the record date (the issuance directors of Dura) of any consideration paid for any such rights, options options, warrants or warrants being a "Rights Offering")convertible or exchangeable securities, then is greater than the Current Warrant Exercise Price shall be adjusted effective and less than the Closing Price on the date of such issuance or sale or on such record date, as the case may be, then, immediately after the date of such issuance or sale or on such record date date, the number of shares to be delivered upon exercise of the Warrants shall be appropriately increased so that it the Holder, thereafter during the Exercise Period, shall equal be entitled to receive the price number of shares of Common Stock determined by multiplying the Current Warrant Price in effect on number of shares such Holder would have been entitled to receive immediately before the record date of such Rights Offering issuance or sale or such record date by a fraction: , (aA) the numerator of which shall be the number of shares of Common Shares Deemed Outstanding Stock outstanding on the record such date plus a the number of additional shares of Common Shares equal to Stock offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are initially convertible or exchangeable) and (B) the denominator of which shall be the number arrived at by dividing of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that the aggregate offering price of the total number of additional Common Shares shares so offered for subscription or purchase (or the aggregate initial conversion price of the Convertible Securities convertible securities so offered) by would purchase at such Closing Price, and the Current Market Price; and (b) the denominator Exercise Price shall be appropriately adjusted. The time of occurrence of an event giving rise to an adjustment pursuant to this Section 12(a)(v) shall, in the number case of Common Shares Deemed Outstanding on a dividend, be the record date plus and shall, in the total number case of additional Common Shares offered by subscription an issuance or purchase (or into which sale, be the Convertible Securities so offered are convertible); to the extent that any such rights, options or warrants are not so issued or are not exercised prior to the expiration thereof, the Current Warrant Price shall be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Price which would then be in effect based upon the number of Common Shares (or Convertible Securities) actually issued upon the exercise of such rights, options and warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record dateissuance or sale.

Rights Offering. If the Corporation shall at any time while after the Warrants are outstanding Record Time and prior to the Corporation shall Separation Time fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of Common Shares entitling them, them (for a period expiring not more than 45 within 21 calendar days after the such record date, ) to subscribe for or purchase Common Shares (or Convertible Securities Securities) at a price per Common Share (or or, if Convertible Securities, having a conversion conversion, exchange or exercise price, including the price per Common Sharerequired to be paid to purchase such Convertible Securities) less than 95% of the Current Market Price as at per Common Share on such record date, the Exercise Price to be in effect alter such record date (the issuance of any such rights, options or warrants being a "Rights Offering"), then the Current Warrant Price shall be adjusted effective immediately after the record date so that it shall equal the price determined by multiplying the Current Warrant Exercise Price in effect on the immediately prior to such record date of such Rights Offering by a fraction: (ai) the numerator of which shall be the number of Common Shares Deemed Outstanding outstanding on such record date, plus the record date plus a number of Common Shares equal to the number arrived at by dividing that the aggregate offering price of the total number of additional Common Shares so to be offered for subscription or purchase (or and/or the aggregate conversion initial conversion, exchange or exercise price of the Convertible Securities so to be offered, including the price required to be paid to purchase such Convertible Securities) by the Current would purchase at such Market PricePrice per Common Share; and (bii) the denominator of which shall be the number of Common Shares Deemed Outstanding outstanding on the such record date date, plus the total number of additional Common Shares to be offered by for subscription or purchase (or into which the Convertible Securities so to be offered are initially convertible, exchangeable or exercisable); to . 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 extent 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 any such rights, options or warrants are not so issued issued, or if issued, are not exercised prior to the expiration thereof, the Current Warrant Exercise Price shall be readjusted to the Current Warrant Exercise Price which would then be in effect if the such record date had not been fixed fixed, or to the Current Warrant Exercise Price which would then be in effect based upon the number of Common Shares (or Convertible Securities) actually issued upon the exercise of such rights, options and or warrants, as the case may be. For purposes of this Agreement, but subject the granting of the right to purchase Common Shares (whether from treasury or otherwise) pursuant to the Dividend Reinvestment Plan or any other adjustment required hereunder employee benefit stock option or similar plans shall be deemed not to constitute an issue of rights, options or warrants by reason the Corporation; provided, however, that, in all such cases, the right to purchase Common Shares is at a price per share of any event arising after not less than 95% of the record datecurrent market price per share (determined as provided in such plans) of the Common Shares.

Rights Offering. If at any time while prior to the Warrants are outstanding Time of Expiry the Corporation Company shall fix a record date for the issuance issue of rights, options or warrants to all or substantially all of the holders of Common Shares entitling themshares under which such holders are entitled, for during a period expiring not more than 45 calendar days after the record datedate for such issue (“Rights Period”), to subscribe for or purchase Common Shares or Convertible Securities shares at a price per Common Share (or having a conversion price per Common Share) share to the holder of less than ninety-five percent (95% %) of the Current Market Price as at for the shares on such record date (the issuance any of any such rights, options or warrants events being called a "“Rights Offering"”), then the Current Warrant Exercise Price shall be adjusted effective immediately after the record date so that it shall equal end of the Rights Period to a price determined by multiplying the Current Warrant Exercise Price in effect on immediately prior to the record date end of such the Rights Offering Period by a fraction: (ai) the numerator of which shall be the aggregate of: A. the number of Common Shares Deemed Outstanding on shares outstanding as of the record date plus for the Rights Offering; and B. a number determined by dividing (1) the product of Common Shares equal to the number arrived at by dividing of shares issued or subscribed during the aggregate price Rights Period upon the exercise of the total number of additional Common Shares rights, warrants or options under the Rights Offering and the price at which such shares are offered for subscription or purchase by (or the aggregate conversion price of the Convertible Securities so offered2) by the Current Market PricePrice of the shares as of the record date for the Rights Offering; and (bii) the denominator of which shall be the number of Common Shares Deemed Outstanding on 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 this Article 4 during the period beginning immediately after the record date plus for a Rights Offering and ending on the total 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 this Article 4, be entitled to that number of additional Common Shares offered by subscription or purchase (or into which the Convertible Securities so offered are convertible); shares equal to the extent that any result obtained when the difference, if any, resulting from the subtraction of the Warrant Exercise Price as adjusted for such rights, options or warrants are not so issued or are not exercised Rights Offering pursuant to this subsection (b) hereinabove from the Warrant Exercise Price in effect immediately prior to the expiration thereof, the Current Warrant Price shall be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Price which would then be in effect based upon end of such Rights Offering is multiplied by the number of Common Warrant Shares (or Convertible Securities) actually issued purchased upon the exercise of the Warrants held by such rightsWarrant Holder during such period, options and warrants, the resulting product is divided by the Warrant Exercise Price as adjusted for such Rights Offering pursuant to this subsection 4.07(b); provided that the case may be, but subject provisions of this Article 4 shall be applicable to any other adjustment required hereunder by reason fractional interest in any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of any event arising after this subsection 4.07(b). Such additional shares shall be deemed to have been issued to the record dateWarrant 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. (a) If and whenever at any time while from the Warrants are outstanding date of this Indenture to the Corporation shall fix expiry of the Warrant Exercise Period, the Company fixes a record date for the issuance of rights, options or warrants to all or substantially all of the holders of the outstanding Common Shares entitling them, for a period expiring not more than 45 days after the record date, to subscribe for or purchase Common Shares or Convertible Securities at a price per Common Share share (or having a conversion price per Common Shareshare) less than 95% of the Current Market Price as at on the earlier of the record date and the date on which the Company announces its intention to make such issuance (the issuance of any such rights, options or warrants issuance being a "“Rights Offering"”), then the Current Warrant Price shall Adjustment Factor will be adjusted effective immediately after on the record date so that it shall will equal the price determined by multiplying number which is the Current Warrant product of the Price Adjustment Factor in effect on immediately prior to the record date of such Rights Offering by a and the fraction: (ai) the numerator of which shall will be the total number of Common Shares Deemed Outstanding on outstanding immediately prior to the record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of multiplying the total number of additional Common Shares offered for subscription or purchase (or into or for which the aggregate conversion price total number of the Convertible Securities so offered) offered are convertible or exchangeable by the quotient obtained by dividing the purchase or subscription price for each Common Share offered for subscription or purchase or the conversion price for each Convertible Security so offered by such Current Market PricePrice for the Common Shares; and (bii) the denominator shall of which will be the total number of Common Shares Deemed Outstanding on the outstanding immediately prior to such record date plus the total number of additional Common Shares offered by for subscription or purchase (or into or for which the total number of Convertible Securities so offered are convertible); convertible or exchangeable. The adjustment will be made successively whenever a record date is fixed, provided that if two or more such record dates or dates of announcement, as applicable, or record dates or dates of announcement, as applicable, referred to in Subsection 6.4(c) are fixed within a period of 35 trading days, the adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not so issued or any of the rights, options or warrants so issued are not exercised prior to the expiration thereof, or any Convertible Securities are not so converted into or exchanged for Common Shares prior to the Current Warrant expiration of the right to do so, the Price shall Adjustment Factor will be readjusted to the Current Warrant Price which would then be Adjustment Factor in effect if immediately prior to the record date had not been fixed or date, and the Current Warrant Price which would then Adjustment Factor will be in effect further adjusted based upon the number of additional Common Shares (or Convertible Securities) actually issued delivered upon the exercise of such the rights, options and or warrants, or issued upon the conversion or exchange of the Convertible Securities, as the case may be. (b) If and whenever at any time from the date of this Indenture to the expiry of the Warrant Exercise Period, but subject the Company fixes a record date for the issuance of rights, options or warrants to any other adjustment required hereunder by reason all or substantially all the holders of any event arising the outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares or Convertible Securities at a price per share (or having a conversion price per share) not less than 95% of the Current Market Price on the earlier of the record datedate and the date on which the Company announces its intention to make such issuance, the Price Adjustment Factor will not be adjusted. (c) If the purchase price provided for in any right, warrant or option issued in connection with a Rights Offering is decreased, or the conversion price for Convertible Securities issued in connection with a Share Reorganization is increased, the Price Adjustment Factor will forthwith be changed to whatever Price Adjustment Factor would have been obtained had the adjustment made in connection with the issuance of all such rights, warrants, options or Convertible Securities been made upon the basis of the purchase price as so decreased or the conversion price as so increased, provided that the provisions of this Subsection 6.4

Rights Offering. (a) If and whenever at any time while from the Warrants are outstanding date of this Indenture to the Corporation shall fix expiry of the Warrant Exercise Period, the Company fixes a record date for the issuance of rights, options or warrants to all or substantially all of the holders of the outstanding Common Shares entitling them, for a period expiring not more than 45 days after the record date, to subscribe for or purchase Common Shares or Convertible Securities at a price per Common Share share (or having a conversion price per Common Shareshare) less than 95% of the Current Market Price as at on the earlier of the record date and the date on which the Company announces its intention to make such issuance (the issuance of any such rights, options or warrants issuance being a "“Rights Offering"”), then the Current Warrant Price shall Adjustment Factor will be adjusted effective immediately after on the record date so that it shall will equal the price determined by multiplying number which is the Current Warrant product of the Price Adjustment Factor in effect on immediately prior to the record date of such Rights Offering by a and the fraction: (ai) the numerator of which shall will be the total number of Common Shares Deemed Outstanding on outstanding immediately prior to the record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of multiplying the total number of additional Common Shares offered for subscription or purchase (or into or for which the aggregate conversion price total number of the Convertible Securities so offered) offered are convertible or exchangeable by the quotient obtained by dividing the purchase or subscription price for each Common Share offered for subscription or purchase or the conversion price for each Convertible Security so offered by such Current Market PricePrice for the Common Shares; and (bii) the denominator shall of which will be the total number of Common Shares Deemed Outstanding on the outstanding immediately prior to such record date plus the total number of additional Common Shares offered by for subscription or purchase (or into or for which the total number of Convertible Securities so offered are convertible); convertible or exchangeable. The adjustment will be made successively whenever a record date is fixed, provided that if two or more such record dates or dates of announcement, as applicable, or record dates or dates of announcement, as applicable, referred to in Paragraph 6.4(c) are fixed within a period of 35 trading days, the adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not so issued or any of the rights, options or warrants so issued are not exercised prior to the expiration thereof, or any Convertible Securities are not so converted into or exchanged for Common Shares prior to the Current Warrant expiration of the right to do so, the Price shall Adjustment Factor will be readjusted to the Current Warrant Price which would then be Adjustment Factor in effect if immediately prior to the record date had not been fixed or date, and the Current Warrant Price which would then Adjustment Factor will be in effect further adjusted based upon the number of additional Common Shares (or Convertible Securities) actually issued delivered upon the exercise of such the rights, options and or warrants, or issued upon the conversion or exchange of the Convertible Securities, as the case may be. (b) If and whenever at any time from the date of this Indenture to the expiry of the Warrant Exercise Period, but subject the Company fixes a record date for the issuance of rights, options or warrants to any other adjustment required hereunder by reason all or substantially all the holders of any event arising the outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares or Convertible Securities at a price per share (or having a conversion price per share) not less than 95% of the Current Market Price on the earlier of the record datedate and the date on which the Company announces its intention to make such issuance, the Price Adjustment Factor will not be adjusted. (c) If the purchase price provided for in any right, warrant or option issued in connection with a Rights Offering is decreased, or the conversion price for Convertible Securities issued in connection with a Share Reorganization is increased, the Price Adjustment Factor will forthwith be changed to whatever Price Adjustment Factor would have been obtained had the adjustment made in connection with the issuance of all such rights, warrants, options or Convertible Securities been made upon the basis of the purchase price as so decreased or the conversion price as so increased, provided that the provisions of this Paragraph 6.4

Rights Offering. If In case the Company shall, at any time while after the Warrants are outstanding the Corporation shall fix a record date for the issuance of rightsFirst Closing Date, options issue rights or warrants to all or substantially all the holders of its Common Shares Stock entitling them, for a period expiring not more than 45 days after the record date, them to subscribe for or purchase shares of Common Shares or Convertible Securities Stock at a price per Common Share (or having a conversion price per Common Share) share less than 95% of the Current Market Price as at per share of the record Common Stock on the date (fixed for the issuance determination of any stockholders entitled to receive such rightsrights or warrants, options or warrants being a "Rights Offering"), then the Current Warrant Price shall be adjusted effective immediately after the record date so that it shall equal the price determined by multiplying the Current Warrant Conversion Price in effect at the opening of business on the record day following the date of fixed for such Rights Offering determination shall be reduced (calculated to the nearest cent) by multiplying such Conversion Price by a fraction: (a) fraction of which the numerator of which shall be the number of shares of Common Shares Deemed Outstanding Stock outstanding at the close of business on the record date fixed for such determination plus a the number of shares of Common Shares equal to the number arrived at by dividing Stock which the aggregate of the offering price of the total number of additional shares of Common Shares Stock so offered for subscription or purchase (or the aggregate conversion price of the Convertible Securities so offered) by the would purchase at such Current Market Price; and (b) Price and the denominator shall be the number of shares of Common Shares Deemed Outstanding Stock outstanding at the close of business on the record date fixed for such determination plus the total number of additional shares of Common Shares Stock so offered by for subscription or purchase (or into which purchase, such reduction to become effective immediately after the Convertible Securities so offered are convertible)opening of business on the day following the date fixed for such determination; to the extent PROVIDED, HOWEVER, that any if such rights, options rights or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Price will not so issued or are not exercised prior to be adjusted until such triggering events occur. For the expiration thereofpurposes of this Section 3.1(a)(v), the Current Warrant number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. The Company will not issue any rights or warrants in respect of shares of Common Stock held in the treasury of the Company. If any such rights or warrants shall expire without having been exercised, the Conversion Price shall thereupon be readjusted to eliminate the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Price which would then be in effect based upon the number amount of Common Shares (or Convertible Securities) actually issued upon the exercise of such rights, options and warrants, as the case may be, but subject its adjustment due to any other adjustment required hereunder by reason of any event arising after the record datetheir issuance.

Rights Offering. If and whenever at any time while during the Warrants are outstanding Adjustment Period, the Corporation Company shall fix a record date for the issuance issue of rights, options or warrants to all or substantially all of the holders of Common Shares entitling themthe holders thereof, for within a period expiring not more than 45 days after the record datedate for such issue, to subscribe for or purchase Common Shares (or Convertible Securities securities convertible into or exchangeable for Common Shares) at a price per Common Share share (or having a conversion or exchange price per Common Shareshare) less than 95% of the Current Market Price as at the on such record date (the issuance of any such rights, options or warrants being a "Rights Offering")date, then the Current Warrant Exercise Price shall be adjusted effective immediately after the such record date so that it shall will equal the price rate determined by multiplying the Current Warrant Exercise Price in effect ​ ​ on the such record date of such Rights Offering by a fraction: (a) , of which the numerator of which shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date plus a the number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares so offered for subscription or purchase (or the aggregate conversion or exchange price of the Convertible Securities convertible or exchangeable securities so offered) by the such Current Market Price; and (b) , and of which the denominator shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date plus the total number of additional Common Shares so offered by for subscription or purchase (or into or for which the Convertible Securities convertible or exchangeable securities so offered are convertibleconvertible or exchangeable); . Any Common Shares owned by or held for the account of the Company or any subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, provided that if two or more such record dates referred to in this paragraph 14(b)(ii) are fixed within a period of 25 Business Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not so issued or are not exercised prior to the expiration thereof, the Current Warrant Exercise Price shall then be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Exercise Price which would then be in effect based upon the number of Common Shares (or Convertible Securitiessecurities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options and or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Rights Offering. If at any time while prior to the Warrants are outstanding Time of Expiry the Corporation Company shall fix a record date for the issuance issue of rights, options or warrants to all or substantially all of the holders of Common Shares entitling themshares under which such holders are entitled, for during a period expiring not more than 45 calendar days after the record datedate for such issue (“Rights Period”), to subscribe for or purchase Common Shares or Convertible Securities shares at a price per Common Share (or having a conversion price per Common Share) share to the holder of less than ninety-five percent (95% %) of the Current Market Price as at for the shares on such record date (the issuance any of any such rights, options or warrants events being called a "“Rights Offering"”), then the Current Warrant Exercise Price shall be adjusted effective immediately after the record date so that it shall equal end of the Rights Period to a price determined by multiplying the Current Warrant Exercise Price in effect on immediately prior to the record date end of such the Rights Offering Period by a fraction: (ai) the numerator of which shall be the aggregate of: A. the number of Common Shares Deemed Outstanding on shares outstanding as of the record date plus for the Rights Offering; and B. a number determined by dividing (1) the product of Common Shares equal to the number arrived at by dividing of shares issued or subscribed during the aggregate price Rights Period upon the exercise of the total number of additional Common Shares rights, warrants or options under the Rights Offering and the price at which such shares are offered for subscription or purchase by (or the aggregate conversion price of the Convertible Securities so offered2) by the Current Market PricePrice of the shares as of the record date for the Rights Offering; and (bii) the denominator of which shall be the number of Common Shares Deemed Outstanding on 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 this Article 4 during the period beginning immediately after the record date plus for a Rights Offering and ending on the total 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 this Article 4, be entitled to that number of additional Common Shares offered by subscription or purchase (or into which the Convertible Securities so offered are convertible); shares equal to the extent that any result obtained when the difference, if any, resulting from the subtraction of the Warrant Exercise Price as adjusted for such rights, options or warrants are not so issued or are not exercised Rights Offering pursuant to this subsection (b) hereinabove from the Warrant Exercise Price in effect immediately prior to the expiration thereof, the Current Warrant Price shall be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Price which would then be in effect based upon end of such Rights Offering is multiplied by the number of Common Warrant Shares (or Convertible Securities) actually issued purchased upon the exercise of the Warrants held by such rightsWarrant Holder during such period, options and warrants, the resulting product is divided by the Warrant Exercise Price as adjusted for such Rights Offering pursuant to this subsection 4.07(b); provided that the case may be, but subject provisions of this Article 4 shall be applicable to any other adjustment required hereunder by reason fractional interest in any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of any event arising after this subsection 4.07(b). Such additional shares shall be deemed to have been issued to the record date.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. -- $0.25 Share Purchase Warrant Certificate -- -- Zoro Mining Corp. -- 3816532.1

Rights Offering. If and whenever at any time while during the Warrants are outstanding Adjustment Period, the Corporation Company shall fix a record date for the issuance issue of rights, options or warrants to all or substantially all of the holders of Common Shares entitling themthe holders thereof, for within a period expiring not more than 45 days after the record datedate for such issue, to subscribe for or purchase Common Shares (or Convertible Securities securities convertible into or exchangeable for Common Shares) at a price per Common Share share (or having a conversion or exchange price per Common Shareshare) less than 95% of the Current Market Price as at the on such record date (the issuance of any such rights, options or warrants being a "Rights Offering")date, then the Current Warrant Exercise Price shall be adjusted effective immediately after the such record date so that it shall will equal the price rate determined by multiplying the Current Warrant Exercise Price in effect on the such record date of such Rights Offering by a fraction: (a) , of which the numerator of which shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date plus a the number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares so offered for subscription or purchase (or the aggregate conversion or exchange price of the Convertible Securities convertible or exchangeable securities so offered) by the such Current Market Price; and (b) , and of which the denominator shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date plus the total number of additional Common Shares so offered by for subscription or purchase (or into or for which the Convertible Securities convertible or exchangeable securities so offered are convertibleconvertible or exchangeable); . Any Common Shares owned by or held for the account of the Company or any Subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, provided that if two or more such record dates referred to in this paragraph 11(b)(ii) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not so issued or are not exercised prior to the expiration thereof, the Current Warrant Exercise Price shall then be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Exercise Price which would then be in effect based upon the number of Common Shares (or Convertible Securitiessecurities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options and or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Rights Offering. If and whenever at any time while during the Warrants are outstanding Adjustment Period, the Corporation Company shall fix a record date for the issuance issue of rights, options or warrants to all or substantially all of the holders of Common Shares entitling themthe holders thereof, for within a period expiring not more than 45 days after the record datedate for such issue, to subscribe for or purchase Common Shares (or Convertible Securities securities convertible into or exchangeable for Common Shares) at a price per Common Share share (or having a conversion or exchange price per Common Shareshare) less than 95% of the Current Market Price as at the on such record date (the issuance of any such rights, options or warrants being a "Rights Offering")date, then the Current Warrant Exercise Price shall be adjusted effective immediately after the such record date so that it shall will equal the price rate determined by multiplying the Current Warrant Exercise Price in effect on the such record date of such Rights Offering by a fraction: (a) , of which the numerator of which shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date plus a the number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares so offered for subscription or purchase (or the aggregate conversion or exchange price of the Convertible Securities convertible or exchangeable securities so offered) by the such Current Market Price; and (b) , and of which the denominator shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date plus the total number of additional Common Shares so offered by for subscription or purchase (or into or for which the Convertible Securities convertible or exchangeable securities so offered are convertibleconvertible or exchangeable); . Any Common Shares owned by or held for the account of the Company or any subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, provided that if two or more such record dates referred to in this paragraph 11(b)(ii) are fixed within a period of 25 Business Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not so issued or are not exercised prior to the expiration thereof, the Current Warrant Exercise Price shall then be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Exercise Price which would then be in effect based upon the number of Common Shares (or Convertible Securitiessecurities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options and or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Rights Offering. If at any time while the Warrants are outstanding the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of Common Shares entitling them, for a period expiring not more than 45 days after the record date, to subscribe for or purchase Common Shares or Convertible Securities at a price per Common Share (or having a conversion price per Common Share) less than 95% of the Current Market Price as at the record date (the issuance of any such rights, options or warrants being a "“Rights Offering"”), then the Current Warrant Price shall be adjusted effective immediately after the record date so that it shall equal the price determined by multiplying the Current Warrant Price in effect on the record date of such Rights Offering by a fraction: (a) the numerator of which shall be the number of Common Shares Deemed Outstanding on the record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion price of the Convertible Securities so offered) by the Current Market Price; and (b) the denominator shall be the number of Common Shares Deemed Outstanding on the record date plus the total number of additional Common Shares offered by subscription or purchase (or into which the Convertible Securities so offered are convertible); to . To the extent that any such rights, options or warrants are not so issued or are not exercised prior to the expiration thereof, the Current Warrant Price shall be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Price which would then be in effect based upon the number of Common Shares (or Convertible Securities) actually issued upon the exercise of such rights, options and warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Rights Offering. If at any time while the Warrants are outstanding the Corporation Company shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of Common Shares entitling themsuch holders, for a period expiring not more than 45 days after the record date, to subscribe for or purchase Common Shares or Convertible Securities at a price per Common Share (or having a conversion price per Common Share) of less than 95% of the Current Market Price as at the record date (the issuance of any such rights, options or warrants being a "“Rights Offering"”), then the Current Warrant Price shall be adjusted effective immediately after the record date so that it shall equal the price determined by multiplying the Current Warrant Price in effect on the record date of such Rights Offering by a fraction: (a) the numerator of which shall be the number of Common Shares Deemed Outstanding outstanding on the record date plus a number of Common Shares equal to the number arrived at determined by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion price of the Convertible Securities so offered) by the Current Market Price; and (b) the denominator shall be the number of Common Shares Deemed Outstanding outstanding on the record date plus the total number of additional Common Shares offered by subscription or purchase (or into which the Convertible Securities so offered are convertible); to . To the extent that any such rights, options or warrants are not so issued or are not exercised prior to the expiration thereof, then the Current Warrant Price adjusted above shall be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or and the resulting adjusted Current Warrant Price which would then be in effect will based upon the number of Common Shares (or Convertible Securities) actually issued upon the exercise of such rights, options and warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Rights Offering. If In case the Company shall, at any time while after the Warrants are outstanding the Corporation shall fix a record date for the issuance of rightsFirst Closing Date, options issue rights or warrants to all or substantially all the holders of its Common Shares Stock entitling them, for a period expiring not more than 45 days after the record date, them to subscribe for or purchase shares of Common Shares or Convertible Securities Stock at a price per Common Share (or having a conversion price per Common Share) share less than 95% of the Current Market Price as at per share of the record Common Stock on the date (fixed for the issuance determination of any stockholders entitled to receive such rightsrights or warrants, options or warrants being a "Rights Offering"), then the Current Warrant Price shall be adjusted effective immediately after the record date so that it shall equal the price determined by multiplying the Current Warrant Conversion Price in effect at the opening of business on the record day following the date of fixed for such Rights Offering determination shall be reduced (calculated to the nearest cent) by multiplying such Conversion Price by a fraction: (a) fraction of which the numerator of which shall be the number of shares of Common Shares Deemed Outstanding Stock outstanding at the close of business on the record date fixed for such determination plus a the number of shares of Common Shares equal to the number arrived at by dividing Stock which the aggregate of the offering price of the total number of additional shares of Common Shares Stock so offered for subscription or purchase (or the aggregate conversion price of the Convertible Securities so offered) by the would purchase at such Current Market Price; and (b) Price and the denominator shall be the number of shares of Common Shares Deemed Outstanding Stock outstanding at the close of business on the record date fixed for such determination plus the total number of additional shares of Common Shares Stock so offered by for subscription or purchase (or into which purchase, such reduction to become effective immediately after the Convertible Securities so offered are convertible)opening of business on the day following the date fixed for such determination; to the extent PROVIDED, HOWEVER, that any if such rights, options rights or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Price will not so issued or are not exercised prior to be adjusted until such triggering events occur. For the expiration thereofpurposes of this Section 13.4(a)(iv), the Current Warrant number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. The Company will not issue any rights or warrants in respect of shares of Common Stock held in the treasury of the Company. If any such rights or warrants shall expire without having been exercised, the Conversion Price shall thereupon be readjusted to eliminate the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Price which would then be in effect based upon the number amount of Common Shares (or Convertible Securities) actually issued upon the exercise of such rights, options and warrants, as the case may be, but subject its adjustment due to any other adjustment required hereunder by reason of any event arising after the record datetheir issuance.

Rights Offering. If and whenever at any time while during the Warrants are outstanding Adjustment Period, the Corporation Company shall fix a record date for the issuance issue of rights, options or warrants to all or substantially all of the holders of Common Shares entitling themthe holders thereof, for within a period expiring not more than 45 days after the record datedate for such issue, to subscribe for or purchase Common Shares (or Convertible Securities securities convertible into or exchangeable for Common Shares) at a price per Common Share share (or having a conversion or exchange price per Common Shareshare) less than 95% of the Current Market Price as at the on such record date (the issuance of any such rights, options or warrants being a "Rights Offering")date, then the Current Warrant Exercise Price shall be adjusted effective immediately after the such record date so that it shall will equal the price rate determined by multiplying the Current Warrant Exercise Price in effect on the such record date of such Rights Offering by a fraction: (a) , of which the numerator of which shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date plus a the number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares so offered for subscription or purchase (or the aggregate conversion or exchange price of the Convertible Securities convertible or exchangeable securities so offered) by the such Current Market Price; and (b) , and of which the denominator shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date plus the total number of additional Common Shares so offered by for subscription or purchase (or into or for which the Convertible Securities convertible or exchangeable securities so offered are convertibleconvertible or exchangeable); . Any Common Shares owned by or held for the account of the Company or any subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, provided that if two or more such record dates referred to in this paragraph 14(b)(ii) are fixed within a period of 25 Business Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not so issued or are not exercised prior to the expiration thereof, the Current Warrant Exercise Price shall then be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Exercise Price which would then be in effect based upon the number of Common Shares (or Convertible Securitiessecurities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options and or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Rights Offering. If and whenever at any time while during the Warrants are outstanding Adjustment Period, the Corporation Company shall fix a record date for the issuance issue of rights, options or warrants to all or substantially all of the holders of Common Shares entitling themthe holders thereof, for within a period expiring not more than 45 days after the record datedate for such issue, to subscribe for or purchase Common Shares (or Convertible Securities securities convertible into or exchangeable for Common Shares) at a price per Common Share share (or having a conversion or exchange price per Common Shareshare) less than 95% of the Current Market Price as at the on such record date (the issuance of any such rights, options or warrants being a "Rights Offering")date, then the Current Warrant Exercise Price shall be adjusted effective immediately after the such record date so that it shall will equal the price rate determined by multiplying the Current Warrant Exercise Price in effect on the such record date of such Rights Offering by a fraction: (a) , of which the numerator of which shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date plus a the number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares so offered for subscription or purchase (or the aggregate conversion or exchange price of the Convertible Securities convertible or exchangeable securities so offered) by the such Current Market Price; and (b) , and of which the denominator shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date plus the total number of additional Common Shares so offered by for subscription or purchase (or into or for which the Convertible Securities convertible or exchangeable securities so offered are convertibleconvertible or exchangeable); . Any Common Shares owned by or held for the account of the Company or any Subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, provided that if two or more such record dates referred to in this paragraph 11(b)(ii) are fixed within a period of twenty five (25) Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not so issued or are not exercised prior to the expiration thereof, the Current Warrant Exercise Price shall then be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Exercise Price which would then be in effect based upon the number of Common Shares (or Convertible Securitiessecurities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options and or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Rights Offering. If and whenever at any time while during the Warrants are outstanding Adjustment Period, the Corporation shall fix a record date for the issuance issue of rights, options or warrants to all or substantially all of the holders of Common Shares entitling themthe holders thereof, for within a period expiring not more than 45 days after the record datedate for such issue, to subscribe for or purchase Common Shares (or Convertible Securities securities convertible into or exchangeable for Common Shares) at a price per Common Share share (or having a conversion or exchange price per Common Shareshare) less than 95% of the Current Market Price as at the on such record date (the issuance of any such rights, options or warrants being a "“Rights Offering"”), then the Current Warrant Exercise Price shall be adjusted effective immediately after the such record date so that it shall will equal the price rate determined by multiplying the Current Warrant Exercise Price in effect on the such record date of such Rights Offering by a fraction: (a) , of which the numerator of which shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date plus a the number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares so offered for subscription or purchase (or the aggregate conversion or exchange price of the Convertible Securities convertible or exchangeable securities so offered) by the such Current Market Price; and (b) , and of which the denominator shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date plus the total number of additional Common Shares so offered by for subscription or purchase (or into or for which the Convertible Securities convertible or exchangeable securities so offered are convertibleconvertible or exchangeable); . Any Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, provided that if two or more such record dates referred to in this paragraph 12(b)(ii) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not so issued or are not exercised prior to the expiration thereof, the Current Warrant Exercise Price shall then be readjusted to the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Exercise Price which would then be in effect based upon the number of Common Shares (or Convertible Securitiessecurities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options and or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Rights Offering. If at any time while and whenever the Warrants are outstanding the Corporation Company shall fix a record date for the issuance of rights, options or warrants issue to all or substantially all the holders of Common Shares entitling themStock, for rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 forty-five (45) days after the record datedate of such issue, to subscribe for or purchase Common Shares Stock (or Convertible Securities Derivative Securities), at a price per Common Share share (or, in the case of Derivative Securities, at an exchange or having a conversion price per Common Shareshare at the date of issue of such securities) of less than 95% of the Current Market Price as at of the Common Stock on such record date (the issuance of any such rights, options or warrants event being herein called a "Rights Offering"), then in each such case the Current Warrant applicable Fixed Price shall be adjusted adjusted, effective immediately after the record date so that it shall equal at which holders of Common Stock are determined for the price determined purposes of the Rights Offering, by multiplying the Current Warrant applicable Fixed Price in effect on the such record date of such Rights Offering by a fractionfraction of which: (a) the numerator of which shall be the sum of the number of shares of Common Shares Deemed Outstanding Stock outstanding on the such record date plus date, and a number of Common Shares equal to obtained by dividing: (i) either, (x) the number arrived at by dividing the aggregate price product of the total number of additional shares of Common Shares Stock so offered for subscription or purchase and the price at which such shares are so offered, or (y) the product of the maximum number of shares of Common Stock into or for which the aggregate 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 the Convertible Securities so offeredcase may be, by (ii) by the Current Market PricePrice of the Common Stock on such record date; and (b) the denominator shall be the sum of the number of shares of Common Shares Deemed Outstanding Stock outstanding on such record date, and the record date plus the total number of additional shares of Common Shares Stock so offered by for subscription or purchase (or, in the case of Derivative Securities), the maximum number of shares of Common Stock for or into which the Convertible Securities securities so offered are convertiblefor subscription or purchase may be converted or exchanged); to . To the extent that any such rights, options or warrants are not so issued or are not exercised prior to the expiration expiry time thereof, the Current Warrant applicable Fixed Price shall be readjusted effective immediately after such expiry time to the Current Warrant applicable Fixed Price which would then be have been in effect if the record date had not been fixed or the Current Warrant Price which would then be in effect based upon the number of shares of Common Shares Stock (or Convertible Derivative Securities) actually issued delivered upon the exercise of such rights, options and or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Rights Offering. If In case the Company shall, at any time while after the Warrants are outstanding the Corporation shall fix a record date for the issuance of rightsFirst Closing Date, options issue rights or warrants to all or substantially all the holders of its Common Shares Stock entitling them, for a period expiring not more than 45 days after the record date, them to subscribe for or purchase shares of Common Shares or Convertible Securities Stock at a price per Common Share (or having a conversion price per Common Share) share less than 95% of the Current Market Price as at per share of the record Common Stock on the date (fixed for the issuance determination of any stockholders entitled to receive such rightsrights or warrants, options or warrants being a "Rights Offering"), then the Current Warrant Price shall be adjusted effective immediately after the record date so that it shall equal the price determined by multiplying the Current Warrant Conversion Price in effect at the opening of business on the record day following the date of fixed for such Rights Offering determination shall be reduced (calculated to the nearest cent) by multiplying such Conversion Price by a fraction: (a) fraction of which the numerator of which shall be the number of shares of Common Shares Deemed Outstanding Stock outstanding at the close of business on the record date fixed for such determination plus a the number of shares of Common Shares equal to the number arrived at by dividing Stock which the aggregate of the offering price of the total number of additional shares of Common Shares Stock so offered for subscription or purchase (or the aggregate conversion price of the Convertible Securities so offered) by the would purchase at such Current Market Price; and (b) Price and the denominator shall be the number of shares of Common Shares Deemed Outstanding Stock outstanding at the close of business on the record date fixed for such determination plus the total number of additional shares of Common Shares Stock so offered by for subscription or purchase (or into which purchase, such reduction to become effective immediately after the Convertible Securities so offered are convertible)opening of business on the day following the date fixed for such determination; to the extent provided, however, that any if ------------------ such rights, options rights or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Price will not so issued or are not exercised prior to be adjusted until such triggering events occur. For the expiration thereofpurposes of this Section 13.4(a)(iv), the Current Warrant number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. The Company will not issue any rights or warrants in respect of shares of Common Stock held in the treasury of the Company. If any such rights or warrants shall expire without having been exercised, the Conversion Price shall thereupon be readjusted to eliminate the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Price which would then be in effect based upon the number amount of Common Shares (or Convertible Securities) actually issued upon the exercise of such rights, options and warrants, as the case may be, but subject its adjustment due to any other adjustment required hereunder by reason of any event arising after the record datetheir issuance.

Rights Offering. If In case the Company shall, at any time while after the Warrants are outstanding the Corporation shall fix a record date for the issuance of rightsClosing Date, options issue rights or warrants to all or substantially all the holders of its Common Shares Stock entitling them, for a period expiring not more than 45 days after the record date, them to subscribe for or purchase shares of Common Shares or Convertible Securities Stock at a price per Common Share (or having a conversion price per Common Share) share less than 95% of the Current Market Price as at per share of the record Common Stock on the date (fixed for the issuance determination of any stockholders entitled to receive such rightsrights or warrants, options or warrants being a "Rights Offering"), then the Current Warrant Price shall be adjusted effective immediately after the record date so that it shall equal the price determined by multiplying the Current Warrant Conversion Price in effect at the opening of business on the record day following the date of fixed for such Rights Offering determination shall be reduced (calculated to the nearest cent) by multiplying such Conversion Price by a fraction: (a) fraction of which the numerator of which shall be the number of shares of Common Shares Deemed Outstanding Stock outstanding at the close of business on the record date fixed for such determination plus a the number of shares of Common Shares equal to the number arrived at by dividing Stock which the aggregate of the offering price of the total number of additional shares of Common Shares Stock so offered for subscription or purchase (or the aggregate conversion price of the Convertible Securities so offered) by the would purchase at such Current Market Price; and (b) Price and the denominator shall be the number of shares of Common Shares Deemed Outstanding Stock outstanding at the close of business on the record date fixed for such determination plus the total number of additional shares of Common Shares Stock so offered by for subscription or purchase (or into which purchase, such reduction to become effective immediately after the Convertible Securities so offered are convertible)opening of business on the day following the date fixed for such determination; to the extent provided, however, that any if such rights, options rights or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Price will not so issued or are not exercised prior to be adjusted until such triggering events occur. For the expiration thereofpurposes of this Section 13.4(a)(ii), the Current Warrant number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. The Company will not issue any rights or warrants in respect of shares of Common Stock held in the treasury of the Company. If any such rights or warrants shall expire without having been exercised, the Conversion Price shall thereupon be readjusted to eliminate the Current Warrant Price which would then be in effect if the record date had not been fixed or the Current Warrant Price which would then be in effect based upon the number amount of Common Shares (or Convertible Securities) actually issued upon the exercise of such rights, options and warrants, as the case may be, but subject its adjustment due to any other adjustment required hereunder by reason of any event arising after the record datetheir issuance.