Common use of Trustee's Certificate Clause in Contracts

Trustee's Certificate. This Definitive Security represents one of the Debentures of a series of 3.317% Fixed/Floating Subordinated Debentures referred to in the Indenture within mentioned. BNY TRUST COMPANY OF CANADA, Trustee By: Name: Xxxx X. Xxxxxx Title: Authorized Signatory (FORM OF REGISTRATION PANEL) REGISTRATION PANEL (No writing hereon except by the Trustee or other registrar) Date of Registration In Whose Name Registered Signature of Trustee or Registrar (FORM OF CERTIFICATE OF TRANSFER) CERTIFICATE OF TRANSFER To assign this Debenture, fill in the form below: I or we assign and transfer this Debenture to (Print or type assignee's name, address and postal code) (Insert assignee's social insurance or security or tax identifying number) and irrevocably appoint _______________ agent to transfer this Debenture on the books of the Corporation. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Debenture. * Signature Guarantee * This signature must be guaranteed by a Canadian chartered bank, trust company or a member of the Investment Industry Regulatory Organization of Canada. SCHEDULE B FORM OF U.S. LEGEND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF MANULIFE FINANCIAL CORPORATION (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECUR1TIES ACT OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. IN THE CASE OF (C) ABOVE, THE HOLDER MUST FURNISH TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. IF THE CORPORATION IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY", MAY BE OBTAINED FROM THE TRUST COMPANY (THE "TRUSTEE") UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION IN A FORM SATISFACTORY TO THE TRUSTEE AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; provided, that if the Debentures are being sold under Clause (B), the legend may be removed by providing a declaration to the Trustee, to the following effect (or in such form as the Corporation or the Trustee may from time to time prescribe): The undersigned (A) acknowledges that the sale of Debentures, represented by certificate numbers , to which this declaration relates is being made in reliance upon Rule 904 of Regulation S under the United States Securities Act of 1933 (the "Securities Act") and (B) certifies that (1) it is not an "affiliate" of Manulife Financial Corporation (as defined in Rule 405 under the Securities Act), (2) the offer of such securities was not made to a person in the United States and at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any person acting on its behalf engaged or will engage in any directed selling efforts in connection with the offer and sale of such securities, and (4) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Terms used herein have the meaning given to them by Regulation S. and, provided further, that if any such securities are being sold under paragraph (C)(2) above the legend may be removed by delivery to the Trustee of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the Securities Act or state securities laws. Prior to the issuance of the Debentures, the Corporation shall notify the Trustee, in writing, concerning which certificates are to bear the legend described above. The Trustee will thereafter maintain a list of all registered holders from time to time of legended Debentures.

Trustee's Certificate. This Definitive Security represents Debenture is one of the 12.00% Unsecured Convertible Debentures of a series of 3.317% Fixed/Floating Subordinated Debentures due August 2, 2021 referred to in the Indenture within mentioned. BNY Dated: August 2, 2019. TSX TRUST COMPANY OF CANADACOMPANY, as Trustee Xxxxxxx, Xxxxxxx, Xxxxxx By: Name: Xxxx X. Xxxxxx Title: Authorized Signatory (FORM OF REGISTRATION PANEL) REGISTRATION PANEL (No writing hereon except by the Trustee or other registrar) Date Countersigned this _____ day of Registration In Whose Name Registered Signature of Trustee or Registrar (FORM OF CERTIFICATE OF TRANSFER) CERTIFICATE OF TRANSFER To assign this Debenture, fill in the form below: I or we assign and transfer this Debenture to (Print or type assignee's name, address and postal code) (Insert assignee's social insurance or security or tax identifying number) and irrevocably appoint _______________ agent to transfer , 2019 SCHEDULE "B" FORM OF TRANSFER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto , whose address and social insurance number, if applicable, are set forth below, this Debenture on the books of the Corporation. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Debenture. * Signature Guarantee * This signature must be guaranteed by a Canadian chartered bank, trust company or a member of the Investment Industry Regulatory Organization of Canada. SCHEDULE B FORM OF U.S. LEGEND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF MANULIFE FINANCIAL CORPORATION (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECUR1TIES ACT OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. IN THE CASE OF (C) ABOVE, THE HOLDER MUST FURNISH TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. IF THE CORPORATION IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY", MAY BE OBTAINED FROM THE TRUST COMPANY (THE "TRUSTEE") UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION IN A FORM SATISFACTORY TO THE TRUSTEE AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; provided, that if the Debentures are being sold under Clause (B), the legend may be removed by providing a declaration to the Trustee, to the following effect (or in such form as the Corporation or the Trustee may from time to time prescribe): The undersigned (A$ principal amount hereof*) acknowledges that the sale of Debentures, represented by certificate numbers , to which this declaration relates is being made in reliance upon Rule 904 of Regulation S under the United States Securities Act of 1933 POET TECHNOLOGIES INC. (the "Securities ActCorporation") standing in the name(s) of the undersigned in the register maintained by the Corporation with respect to such Debenture and (B) certifies that (1) it is not an "affiliate" of Manulife Financial Corporation (as defined in Rule 405 under does hereby irrevocably authorize and direct the Securities Act), (2) the offer transfer of such securities was not made to a person Debenture in such register, with full power of substitution in the United States premises. Dated: Address of Transferee: (Xxxxxx Xxxxxxx, Xxxx, Xxxxxxxx and at Postal Code) Social Insurance Number of Transferee, if applicable: *If less than the time full principal amount of the buy order was originatedwithin Debenture is to be transferred, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer indicate in the United Statesspace provided the principal amount (which must be $1,000 or an integral multiple thereof, (3) neither unless you hold an Debenture in a non-integral multiple of $1,000 by reason of your having exercised your right to exchange pursuant to your election to pursue the seller nor any person acting on its behalf engaged or will engage in any directed selling efforts in connection with the offer and sale Change of such securities, and (4) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Terms used herein have the meaning given to them by Regulation S. and, provided further, that if any such securities are being sold under paragraph (C)(2) above the legend may be removed by delivery to the Trustee of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the Securities Act or state securities laws. Prior to the issuance of the Debentures, the Corporation shall notify the TrusteeControl Purchase Option, in writing, concerning which certificates are case such Debenture is transferable only in its entirety) to bear the legend described above. The Trustee will thereafter maintain a list of all registered holders from time to time of legended Debenturesbe transferred.

Trustee's Certificate. This Definitive Security represents Debenture is one of the 5% Convertible Unsecured Debentures of a series of 3.317% Fixed/Floating Subordinated Debentures due 2011 referred to in the Indenture within mentionedwithin-mentioned Indenture. BNY CIBC MELLON TRUST COMPANY OF CANADACOMPANY, as Canadian Trustee By: Name: Xxxx X. Xxxxxx TitleAuthorized Signing Officer Date of Certification THE BANK OF NEW YORK, as U.S. Trustee By: Authorized Signatory (Signing Officer Date of Authentication: FORM OF REGISTRATION PANEL) REGISTRATION PANEL (No writing hereon except by ASSIGNMENT FOR VALUE RECEIVED, the Trustee or other registrar) Date of Registration In Whose Name Registered Signature of Trustee or Registrar (FORM OF CERTIFICATE OF TRANSFER) CERTIFICATE OF TRANSFER To assign this Debentureundersigned hereby sells, fill in the form assigns and transfers unto , whose address and social insurance number, if applicable, are set forth below: I or we assign and transfer , this Debenture to (Print or type assignee's name, address and postal code) (Insert assignee's social insurance or security or tax identifying number) and irrevocably appoint ___________$ ____ agent principal amount hereof*) of STELCO INC. standing in the name(s) of the undersigned in the register maintained by the Trustee with respect to such Debenture and does hereby irrevocably authorize and direct the Trustee to transfer such Debenture in such register, with full power of substitution in the premises. Dated: Address of Transferee: (Street Address, City, Province and Postal Code) Social Insurance Number of Transferee, if applicable: *If less than the full principal amount of the within Debenture is to be transferred, indicate in the space provided above the principal amount (which must be $1,000 or an integral multiple thereof) to be transferred. The signature(s) to this assignment must correspond with the name(s) as written upon the face of this Debenture on in every particular without alteration or any change whatsoever. The signature(s) must be guaranteed by an authorized officer of a Canadian chartered bank or of a major Canadian trust company or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program. Notarized or witnessed signatures are not acceptable as guaranteed signatures. The registered Holder of this Debenture is responsible for the books payment of any documentary, stamp or other transfer taxes that may be payable in respect of the Corporation. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side transfer of this Debenture. * Signature Guarantee * This signature must be guaranteed by a Canadian chartered bank, trust company or a member of the Investment Industry Regulatory Organization Guarantor: Authorized Officer Signature of Canada. transferring registered Holder Name of Institution SCHEDULE B FORM OF U.S. LEGEND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATESREDEMPTION NOTICE STELCO INC. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF MANULIFE FINANCIAL CORPORATION (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECUR1TIES ACT OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. IN THE CASE OF (C) ABOVE, THE HOLDER MUST FURNISH TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. IF THE CORPORATION IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY", MAY BE OBTAINED FROM THE TRUST COMPANY (THE "TRUSTEE") UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION IN A FORM SATISFACTORY TO THE TRUSTEE AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; provided, that if the Debentures are being sold under Clause (B), the legend may be removed by providing a declaration to the Trustee, to the following effect (or in such form as the Corporation or the Trustee may from time to time prescribe): The undersigned (A) acknowledges that the sale of Debentures, represented by certificate numbers , to which this declaration relates is being made in reliance upon Rule 904 of Regulation S under the United States Securities Act of 1933 (the "Securities Act") and (B) certifies that (1) it is not an "affiliate" of Manulife Financial Corporation (as defined in Rule 405 under the Securities Act), (2) the offer of such securities was not made to a person in the United States and at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any person acting on its behalf engaged or will engage in any directed selling efforts in connection with the offer and sale of such securities, and (4) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Terms used herein have the meaning given to them by Regulation S. and, provided further, that if any such securities are being sold under paragraph (C)(2) above the legend may be removed by delivery to the Trustee of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the Securities Act or state securities laws. Prior to the issuance of the Debentures, the Corporation shall notify the Trustee, in writing, concerning which certificates are to bear the legend described above. The Trustee will thereafter maintain a list of all registered holders from time to time of legended Debentures.5% CONVERTIBLE UNSECURED DEBENTURES DUE 2011

Trustee's Certificate. This Definitive Security represents Note is one of the Debentures of a series of 3.3178% Fixed/Floating Subordinated Debentures Senior Unsecured Convertible Notes due May ___, 2024 referred to in the Indenture within mentioned. BNY Dated: May ___, 2019. ODYSSEY TRUST COMPANY OF CANADA, Trustee By: Name: Xxxx X. Xxxxxx Title: Authorized Signatory (FORM OF REGISTRATION PANEL) REGISTRATION PANEL (No writing hereon except by TRANSFER FOR VALUE RECEIVED, the Trustee or other registrar) Date of Registration In Whose Name Registered Signature of Trustee or Registrar (FORM OF CERTIFICATE OF TRANSFER) CERTIFICATE OF TRANSFER To assign this Debentureundersigned hereby sells, fill in the form below: I or we assign assigns and transfer this Debenture to (Print or type assignee's name, address and postal code) (Insert assignee's social insurance or security or tax identifying number) and irrevocably appoint transfers unto _______________ agent ________, whose address and social insurance number, if applicable, are set forth below, this Note (or $ principal amount hereof*) of SUNDIAL GROWERS INC. (the “Corporation”) standing in the name(s) of the undersigned in the register maintained by the Corporation with respect to such Note and does hereby irrevocably authorize and direct the Trustee to transfer this Debenture on such Note in such register, with full power of substitution in the books premises. Dated: Address of Transferee: (Xxxxxx Xxxxxxx, Xxxx, Xxxxxxxx and Postal Code) Social Insurance Number of Transferee, if applicable: * If less than the full principal amount of the Corporation. The agent may substitute another Note is to act for him. Date: Your Signature: Sign exactly as your name appears on be transferred, indicate in the other side of this Debenture. * Signature Guarantee * This signature space provided the principal amount (which must be guaranteed $1,000 or an integral multiple thereof, unless you hold an Note in a non-integral multiple of $1,000 by reason of your having exercised your right to exchange pursuant to your election to pursue the Liquidity Event Purchase Option, in which case such Note is transferable only in its entirety) to be transferred. If the transfer is on behalf of a Canadian chartered bankU.S. Person or to a U.S. Person, trust company or a member the undersigned hereby represents, warrants and certifies that (one (only) of the Investment Industry Regulatory Organization of Canada. SCHEDULE B FORM OF U.S. LEGEND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933following must be checked): the undersigned holder is a QIB Holder and hereby represents, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF MANULIFE FINANCIAL CORPORATION (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY warrants and certifies that (A) TO THE CORPORATION, the transfer is being made to the Corporation; or (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECUR1TIES ACT OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. IN THE CASE OF (C) ABOVE, THE HOLDER MUST FURNISH TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. IF THE CORPORATION IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY", MAY BE OBTAINED FROM THE TRUST COMPANY (THE "TRUSTEE") UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION IN A FORM SATISFACTORY TO THE TRUSTEE AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; provided, that if the Debentures are being sold under Clause (B), the legend may be removed by providing a declaration to the Trustee, to the following effect (or in such form as the Corporation or the Trustee may from time to time prescribe): The undersigned (A) acknowledges that the sale of Debentures, represented by certificate numbers , to which this declaration relates transfer is being made outside the United States in reliance upon accordance with Rule 904 of Regulation S under the United States U.S. Securities Act of 1933 1933, as amended (the "Securities “1933 Act"”), in circumstances where Rule 905 of Regulation S under the 1933 Act does not apply, and in compliance with any applicable local securities laws and regulations; or the undersigned holder is not a QIB Holder and hereby represents, warrants and certifies that (A) and the transfer is being made to the Corporation; (B) certifies that (1) it the transfer is not an "affiliate" of Manulife Financial Corporation (as defined in Rule 405 under the Securities Act), (2) the offer of such securities was not being made to a person in the United States and at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States in accordance with Rule 904 of Regulation S under the 1933 Act, in circumstances where Rule 905 of Regulation S under the 1933 Act does not apply, and neither in compliance with any applicable local securities laws and regulations (C) in compliance with the seller nor exemption from registration under the 1933 Act provided by Rule 144 under the 1933 Act, if applicable, and in accordance with applicable state securities laws; or (D) in another transaction that does not require registration under the 1933 Act or any person acting on its behalf knows that the transaction applicable state securities laws and has been prearranged with provided herewith a buyer certificate in the United States, (3) neither form of Schedule C to the seller nor any person acting on its behalf engaged or will engage in any directed selling efforts in connection with Indenture. In the offer and sale of such securities, and (4) the contemplated sale is not a transaction, or part case of a series of transactions whichtransfer in accordance with (C) or (D) above, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Terms used herein have the meaning given to them by Regulation S. and, provided further, that if any such securities are being sold under paragraph (C)(2) above the legend may be removed by delivery to the Trustee of and Corporation shall first have received an opinion of counsel, counsel of recognized standing in form and substance reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the Securities Act or state securities laws. Prior to the issuance of the Debentures, the Corporation shall notify and the Trustee, in writing, concerning which certificates are to bear the legend described abovesuch effect. The Trustee will thereafter maintain registered holder of this Note is responsible for the payment of any documentary, stamp or other transfer taxes that may be payable in respect of the transfer of this Note. DATED this day of ___________________________, 20 ______. SPACE FOR GUARANTEES OF SIGNATURES (BELOW) } Signature of Transferor Guarantor’s Signature Stamp Name of Transferor REASON FOR TRANSFER – For US Citizens or Residents only (where the individual(s) or corporation receiving the securities is a list US citizen or resident). Please select only one (see instructions below). ☐ Gift ☐ Estate ☐ Private Sale ☐ Other (or no change in ownership) Date of all registered holders from time to time Event (Date of legended Debentures.gift, death or sale): Value per Warrant on the date of event:

Trustee's Certificate. This Definitive Security represents Debenture is one of the Unsecured Convertible Debentures of a series of 3.317% Fixed/Floating Subordinated Debentures due August 17, 2024 referred to in the Indenture within mentioned. BNY Dated: COMPUTERSHARE TRUST COMPANY OF CANADA, Trustee CANADA By: Name: Xxxx X. Xxxxxx Title: Authorized Signatory (FORM OF REGISTRATION PANEL) REGISTRATION PANEL (No writing hereon except by the Trustee or other registrar) Date of Registration In Whose Name Registered Signature of Trustee or Registrar (FORM OF CERTIFICATE OF TRANSFERASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto , whose address and social insurance number, if applicable, are set forth below, this Debenture (or $ principal amount hereof*) of DANAVATION TECHNOLOGIES CORP. standing in the name(s) of the undersigned in the register maintained by the Corporation with respect to such Debenture and does hereby irrevocably authorize and direct the Trustee to transfer such Debenture in such register, with full power of substitution in the premises. Dated: Address of Transferee: (Xxxxxx Xxxxxxx, Xxxx, Xxxxxxxx and Postal Code) Social Insurance Number of Transferee, if applicable: *If less than the full principal amount of the within Debenture is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or an integral multiple thereof, unless you hold an Debenture in a non-integral multiple of $1,000 by reason of your having exercised your right to exchange upon the making of a Change of Control Offer, in which case such Debenture is transferable only in its entirety) to be transferred. Check if the undersigned Transferor is a Qualified Institutional Buyer that acquired Debentures under the Offering as “restricted securities”. IF THIS BOX IS CHECKED, THE TRANSFEROR MUST COMPLETE AND DELIVER A CERTIFICATE OF TRANSFER To assign this Debenture, fill in the form below: I or we assign and transfer this Debenture to (Print or type assignee's name, address and postal code) (Insert assignee's social insurance or security or tax identifying number) and irrevocably appoint _______________ agent to transfer this Debenture on the books of the Corporation. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Debenture. * Signature Guarantee * This signature must be guaranteed by a Canadian chartered bank, trust company or a member of the Investment Industry Regulatory Organization of Canada. SUBSTANTIALLY AS SET FORTH IN SCHEDULE B FORM OF U.S. LEGEND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF MANULIFE FINANCIAL CORPORATION (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) D TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECUR1TIES ACT OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. IN THE CASE OF (C) ABOVE, THE HOLDER MUST FURNISH TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. IF THE CORPORATION IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY", MAY BE OBTAINED FROM THE TRUST COMPANY (THE "TRUSTEE") UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION IN A FORM SATISFACTORY TO THE TRUSTEE AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; provided, that if the Debentures are being sold under Clause (B), the legend may be removed by providing a declaration to the Trustee, to the following effect (or in such form as the Corporation or the Trustee may from time to time prescribe): The undersigned (A) acknowledges that the sale of Debentures, represented by certificate numbers , to which this declaration relates is being made in reliance upon Rule 904 of Regulation S under the United States Securities Act of 1933 (the "Securities Act") and (B) certifies that (1) it is not an "affiliate" of Manulife Financial Corporation (as defined in Rule 405 under the Securities Act), (2) the offer of such securities was not made to a person in the United States and at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any person acting on its behalf engaged or will engage in any directed selling efforts in connection with the offer and sale of such securities, and (4) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Terms used herein have the meaning given to them by Regulation S. and, provided further, that if any such securities are being sold under paragraph (C)(2) above the legend may be removed by delivery to the Trustee of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the Securities Act or state securities laws. Prior to the issuance of the Debentures, the Corporation shall notify the Trustee, in writing, concerning which certificates are to bear the legend described above. The Trustee will thereafter maintain a list of all registered holders from time to time of legended DebenturesINDENTURE.

Trustee's Certificate. This Definitive Security represents Debenture is one of the 12.00% Unsecured Convertible Debentures of a series of 3.317% Fixed/Floating Subordinated Debentures due September 19, 2021 referred to in the Indenture within mentioned. BNY Dated: September 19, 2019. TSX TRUST COMPANY OF CANADACOMPANY, as Trustee Xxxxxxx, Xxxxxxx, Xxxxxx By: Name: Xxxx X. Xxxxxx Title: Authorized Signatory (Countersigned this _____ day of ___________, 2019 SCHEDULE "B" FORM OF REGISTRATION PANEL) REGISTRATION PANEL (No writing hereon except by TRANSFER FOR VALUE RECEIVED, the Trustee or other registrar) Date of Registration In Whose Name Registered Signature of Trustee or Registrar (FORM OF CERTIFICATE OF TRANSFER) CERTIFICATE OF TRANSFER To assign this Debentureundersigned hereby sells, fill in the form below: I or we assign assigns and transfer this Debenture to (Print or type assignee's name, address and postal code) (Insert assignee's social insurance or security or tax identifying number) and irrevocably appoint transfers unto _______________ agent to transfer _, whose address and social insurance number, if applicable, are set forth below, this Debenture on the books of the Corporation. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Debenture. * Signature Guarantee * This signature must be guaranteed by a Canadian chartered bank, trust company or a member of the Investment Industry Regulatory Organization of Canada. SCHEDULE B FORM OF U.S. LEGEND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF MANULIFE FINANCIAL CORPORATION (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECUR1TIES ACT OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. IN THE CASE OF (C) ABOVE, THE HOLDER MUST FURNISH TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. IF THE CORPORATION IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY", MAY BE OBTAINED FROM THE TRUST COMPANY (THE "TRUSTEE") UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION IN A FORM SATISFACTORY TO THE TRUSTEE AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; provided, that if the Debentures are being sold under Clause (B), the legend may be removed by providing a declaration to the Trustee, to the following effect (or in such form as the Corporation or the Trustee may from time to time prescribe): The undersigned (A$ principal amount hereof*) acknowledges that the sale of Debentures, represented by certificate numbers , to which this declaration relates is being made in reliance upon Rule 904 of Regulation S under the United States Securities Act of 1933 POET TECHNOLOGIES INC. (the "Securities ActCorporation") standing in the name(s) of the undersigned in the register maintained by the Corporation with respect to such Debenture and (B) certifies that (1) it is not an "affiliate" of Manulife Financial Corporation (as defined in Rule 405 under does hereby irrevocably authorize and direct the Securities Act), (2) the offer transfer of such securities was not made to a person Debenture in such register, with full power of substitution in the United States premises. Dated: Address of Transferee: (Xxxxxx Xxxxxxx, Xxxx, Xxxxxxxx and at Postal Code) Social Insurance Number of Transferee, if applicable: *If less than the time full principal amount of the buy order was originatedwithin Debenture is to be transferred, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer indicate in the United Statesspace provided the principal amount (which must be $1,000 or an integral multiple thereof, (3) neither unless you hold an Debenture in a non-integral multiple of $1,000 by reason of your having exercised your right to exchange pursuant to your election to pursue the seller nor any person acting on its behalf engaged or will engage in any directed selling efforts in connection with the offer and sale Change of such securities, and (4) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Terms used herein have the meaning given to them by Regulation S. and, provided further, that if any such securities are being sold under paragraph (C)(2) above the legend may be removed by delivery to the Trustee of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the Securities Act or state securities laws. Prior to the issuance of the Debentures, the Corporation shall notify the TrusteeControl Purchase Option, in writing, concerning which certificates are case such Debenture is transferable only in its entirety) to bear the legend described above. The Trustee will thereafter maintain a list of all registered holders from time to time of legended Debenturesbe transferred.

Trustee's Certificate. This Definitive Security represents Debenture is one of the 12.00% Unsecured Convertible Debentures of a series of 3.317% Fixed/Floating Subordinated Debentures due June 3, 2021 referred to in the Indenture within mentioned. BNY Dated: June 3, 2019. TSX TRUST COMPANY OF CANADACOMPANY, as Trustee Xxxxxxx, Xxxxxxx, Xxxxxx By: Name: Xxxx X. Xxxxxx Title: Authorized Signatory (FORM OF REGISTRATION PANEL) REGISTRATION PANEL (No writing hereon except by the Trustee or other registrar) Date Countersigned this _____ day of Registration In Whose Name Registered Signature of Trustee or Registrar (FORM OF CERTIFICATE OF TRANSFER) CERTIFICATE OF TRANSFER To assign this Debenture, fill in the form below: I or we assign and transfer this Debenture to (Print or type assignee's name, address and postal code) (Insert assignee's social insurance or security or tax identifying number) and irrevocably appoint _______________ agent to transfer , 2019 SCHEDULE "B" FORM OF TRANSFER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto , whose address and social insurance number, if applicable, are set forth below, this Debenture on the books of the Corporation. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Debenture. * Signature Guarantee * This signature must be guaranteed by a Canadian chartered bank, trust company or a member of the Investment Industry Regulatory Organization of Canada. SCHEDULE B FORM OF U.S. LEGEND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF MANULIFE FINANCIAL CORPORATION (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECUR1TIES ACT OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. IN THE CASE OF (C) ABOVE, THE HOLDER MUST FURNISH TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. IF THE CORPORATION IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY", MAY BE OBTAINED FROM THE TRUST COMPANY (THE "TRUSTEE") UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION IN A FORM SATISFACTORY TO THE TRUSTEE AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; provided, that if the Debentures are being sold under Clause (B), the legend may be removed by providing a declaration to the Trustee, to the following effect (or in such form as the Corporation or the Trustee may from time to time prescribe): The undersigned (A$ principal amount hereof*) acknowledges that the sale of Debentures, represented by certificate numbers , to which this declaration relates is being made in reliance upon Rule 904 of Regulation S under the United States Securities Act of 1933 POET TECHNOLOGIES INC. (the "Securities ActCorporation") standing in the name(s) of the undersigned in the register maintained by the Corporation with respect to such Debenture and (B) certifies that (1) it is not an "affiliate" of Manulife Financial Corporation (as defined in Rule 405 under does hereby irrevocably authorize and direct the Securities Act), (2) the offer transfer of such securities was not made to a person Debenture in such register, with full power of substitution in the United States premises. Dated: Address of Transferee: (Xxxxxx Xxxxxxx, Xxxx, Xxxxxxxx and at Postal Code) Social Insurance Number of Transferee, if applicable: *If less than the time full principal amount of the buy order was originatedwithin Debenture is to be transferred, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer indicate in the United Statesspace provided the principal amount (which must be $1,000 or an integral multiple thereof, (3) neither unless you hold an Debenture in a non-integral multiple of $1,000 by reason of your having exercised your right to exchange pursuant to your election to pursue the seller nor any person acting on its behalf engaged or will engage in any directed selling efforts in connection with the offer and sale Change of such securities, and (4) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Terms used herein have the meaning given to them by Regulation S. and, provided further, that if any such securities are being sold under paragraph (C)(2) above the legend may be removed by delivery to the Trustee of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the Securities Act or state securities laws. Prior to the issuance of the Debentures, the Corporation shall notify the TrusteeControl Purchase Option, in writing, concerning which certificates are case such Debenture is transferable only in its entirety) to bear the legend described above. The Trustee will thereafter maintain a list of all registered holders from time to time of legended Debenturesbe transferred.

Trustee's Certificate. This Definitive Security represents Debenture is one of the 5% Convertible Unsecured Debentures of a series of 3.317% Fixed/Floating Subordinated Debentures due 2011 referred to in the Indenture within mentionedwithin-mentioned Indenture. BNY TRUST COMPANY OF CANADA, as Canadian Trustee By: Name: Xxxx X. Xxxxxx TitleAuthorized Signing Officer Date of Certification THE BANK OF NEW YORK, as U.S. Trustee By: Authorized Signatory (Signing Officer Date of Authentication: FORM OF REGISTRATION PANEL) REGISTRATION PANEL (No writing hereon except by ASSIGNMENT FOR VALUE RECEIVED, the Trustee or other registrar) Date of Registration In Whose Name Registered Signature of Trustee or Registrar (FORM OF CERTIFICATE OF TRANSFER) CERTIFICATE OF TRANSFER To assign this Debentureundersigned hereby sells, fill in the form assigns and transfers unto , whose address and social insurance number, if applicable, are set forth below: I or we assign and transfer , this Debenture to (Print or type assignee's name, address and postal code) (Insert assignee's social insurance or security or tax identifying number) and irrevocably appoint ___________$ ____ agent principal amount hereof*) of STELCO INC. standing in the name(s) of the undersigned in the register maintained by the Trustee with respect to such Debenture and does hereby irrevocably authorize and direct the Trustee to transfer such Debenture in such register, with full power of substitution in the premises. Dated: Address of Transferee: (Sxxxxx Xxxxxxx, Xxxx, Xxxxxxxx and Postal Code) Social Insurance Number of Transferee, if applicable: *If less than the full principal amount of the within Debenture is to be transferred, indicate in the space provided above the principal amount (which must be $1,000 or an integral multiple thereof) to be transferred. The signature(s) to this assignment must correspond with the name(s) as written upon the face of this Debenture on in every particular without alteration or any change whatsoever. The signature(s) must be guaranteed by an authorized officer of a Canadian chartered bank or of a major Canadian trust company or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program. Notarized or witnessed signatures are not acceptable as guaranteed signatures. The registered Holder of this Debenture is responsible for the books payment of any documentary, stamp or other transfer taxes that may be payable in respect of the Corporation. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side transfer of this Debenture. * Signature Guarantee * This signature must be guaranteed by a Canadian chartered bank, trust company or a member of the Investment Industry Regulatory Organization Guarantor: Authorized Officer Signature of Canada. transferring registered Holder Name of Institution SCHEDULE B FORM OF U.S. LEGEND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATESREDEMPTION NOTICE STELCO INC. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF MANULIFE FINANCIAL CORPORATION (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECUR1TIES ACT OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. IN THE CASE OF (C) ABOVE, THE HOLDER MUST FURNISH TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. IF THE CORPORATION IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY", MAY BE OBTAINED FROM THE TRUST COMPANY (THE "TRUSTEE") UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION IN A FORM SATISFACTORY TO THE TRUSTEE AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; provided, that if the Debentures are being sold under Clause (B), the legend may be removed by providing a declaration to the Trustee, to the following effect (or in such form as the Corporation or the Trustee may from time to time prescribe): The undersigned (A) acknowledges that the sale of Debentures, represented by certificate numbers , to which this declaration relates is being made in reliance upon Rule 904 of Regulation S under the United States Securities Act of 1933 (the "Securities Act") and (B) certifies that (1) it is not an "affiliate" of Manulife Financial Corporation (as defined in Rule 405 under the Securities Act), (2) the offer of such securities was not made to a person in the United States and at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any person acting on its behalf engaged or will engage in any directed selling efforts in connection with the offer and sale of such securities, and (4) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Terms used herein have the meaning given to them by Regulation S. and, provided further, that if any such securities are being sold under paragraph (C)(2) above the legend may be removed by delivery to the Trustee of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the Securities Act or state securities laws. Prior to the issuance of the Debentures, the Corporation shall notify the Trustee, in writing, concerning which certificates are to bear the legend described above. The Trustee will thereafter maintain a list of all registered holders from time to time of legended Debentures.5% CONVERTIBLE UNSECURED DEBENTURES DUE 2011