Common use of Additional Closing Date Clause in Contracts

Additional Closing Date. (i) The date and time of the Additional Closings (each, an “Additional Closing Date,” and together with the Initial Closing Date, each a “Closing Date” and collectively, the “Closing Dates”) shall be 8:00 a.m., New York City Time, on the date specified in the applicable Additional Closing Notice (as defined below), subject to satisfaction (or waiver) of the conditions to each Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(c) (or such later date as is mutually agreed to by the Company and the applicable Buyer). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), each Buyer may purchase, at such Buyer’s option, Additional Notes by delivering written notice to the Company (an “Additional Closing Notice”) at any time (A) with respect to the First Additional Notes Amount, during the period beginning after the date hereof and ending on the one year anniversary of the Initial Closing Date (the “First Optional Additional Notes Notice Termination Date”) and (B) with respect to the Second Additional Notes Amount, during the period beginning after the date the Shareholder Approval (as defined in Section 4(s) below) has been obtained and ending one year thereafter (the “Second Optional Additional Notes Notice Termination Date”, and with the First Optional Additional Notes Notice Termination Date, each an "Optional Additional Notes Notice Termination Date”); provided, that each Buyer may only exercise such right once with respect to the First Additional Notes Amount and once with respect to the Second Additional Notes Amount. In addition to the foregoing, if (x) (A) with respect to the First Additional Notes Amount, at any time from and after the Initial Closing Date until the one year anniversary date of the Initial Closing Date or (B) with respect to the Second Additional Notes Amount, during the period beginning after the date the Shareholder Approval has been obtained and ending one year thereafter, the Closing Sale Price (as defined in the Notes) of the Common Stock equals or exceeds CDN$1.485 (subject to appropriate adjustments for stock splits, stock dividends, stock combinations or other similar transactions after the Initial Closing Date) for each of any twenty (20) consecutive Trading Days (as defined in the Notes) and (y) the Equity Conditions (as defined in the Notes) shall have been satisfied (or waived in writing by each Buyer), on each Trading Day during the period commencing on the date of delivery of the applicable Mandatory Funding Notice (as defined below), and ending on the applicable Additional Closing Date, the Company shall have the right to require each Buyer to purchase Additional Notes by delivering to each Buyer an Additional Closing Notice (as provided by the Company, a “Mandatory Funding Notice”) setting forth the principal amount of Additional Notes to be purchased by the Buyers, which principal amount, when added to the principal amount of any Additional Notes previously purchased by each Buyer shall not exceed (1) if on or prior to the First Optional Additional Notes Notice Termination Date, but prior to the date the Company obtains the Shareholder Approval, the First Additional Notes Amount, (2) if on or prior to the First Optional Additional Notes Notice Termination Date and the Second Additional Notes Notice Termination Date, but after the date the Company obtains the Shareholder Approval, the aggregate of the First Additional Notes Amount and the Second Additional Notes Amount, or (3) if after the First Optional Additional Notes Notice Termination Date and after the date the Company obtains the Shareholder Approval, but prior to the Second Optional Additional Notes Notice Termination Date, the Second Additional Notes Amount; provided, that if the Company elects to deliver a Mandatory Funding Notice to any Buyer, it must deliver a Mandatory Funding Notice requiring the purchase of a pro rata amount of Additional Notes to all Buyers. Any Mandatory Funding Notice delivered by the Company shall be irrevocable. Each Mandatory Funding Notice shall contain a proposed Additional Closing Date that shall be at least 10 Business Days but not more than 60 Business Days following the date of delivery of such Mandatory Funding Notice to the Buyers. An Additional Closing Notice shall be delivered at least five Business Days prior to the applicable Additional Closing Date set forth in such Additional Closing Notice. An Additional Closing Notice shall set forth (i) the principal amount of Additional Notes to be purchased by such Buyer at the applicable Additional Closing, which principal amount, when added to the principal amount of any Additional Notes previously purchased by such Buyer, shall not exceed the sum of the First Additional Notes Amount and the Second Additional Notes Amount, (ii) the aggregate Purchase Price for the Additional Notes to be purchased and (iii) the proposed Additional Closing Date. The Company shall promptly deliver a copy of each Additional Closing Notice to each Buyer that did not issue such Additional Closing Notice and allow such Buyer to participate in such Additional Closing. In the event the Company, (x) as of the First Optional Additional Notes Notice Termination Date, has not sold $2.0 million in aggregate principal amount of Additional Notes of the First Additional Notes Amount to the Buyers or (y) as of the Second Optional Additional Notes Notice Termination Date, has not sold $0.5 million in aggregate principal amount of Additional Notes of the Second Additional Notes Amount to the Buyers, the Company may deliver a notice (the “Undersubscription Notice”) to each Buyer that has elected to purchase the entire First Additional Notes Amount or Second Additional Notes Amount, as applicable, of such Buyer (the “Additional Basic Amount”) within 5 Business Days of such anniversary notifying them of the principal amount of Additional Notes that have not been sold, such notice containing an offer to such Buyers to purchase more Additional Notes by delivering a notice to the Company within 10 Business Days (a “Undersubscription Election Notice”) from their receipt of a Undersubscription Notice to purchase some or all of the remaining Additional Notes specified in the Undersubscription Notice (the terms, conditions and purchase price shall be the same as specified with respect to the sale of the other Additional Notes). The Undersubscription Election Notice shall specify the principal amount of Additional Notes such Buyer elects to purchase (not to exceed the amount specified in the Undersubscription Notice). If the total principal amount of Additional Notes specified in the Undersubscription Election Notices of all Buyers is more than the aggregate principal amount of Additional Notes specified in the applicable Undersubscription Notice, each Buyer who has subscribed for any Additional Notes pursuant to an Undersubscription Notice shall be entitled to purchase only that portion of the amount specified in Undersubscription Notice as the Additional Basic Amount of such Buyer bears to the total Additional Basic Amounts of all Buyers that have subscribed for Additional Notes pursuant to an Undersubscription Notice, subject to rounding by the Company to the extent it deems reasonably necessary. The additional Closing Date for the Additional Notes to be purchased pursuant to Undersubscription Election Notices shall occur 30 Business Days after the applicable Optional Additional Notice Termination Date. As used herein, "Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Additional Closing Date. (i) The date and time of the Additional Closings (each, each an “"Additional Closing Date,” " and together with the Initial Closing Date, each a “"Closing Date” " and collectively, the “"Closing Dates”") shall be 8:00 10:00 a.m., New York City Timetime, on the date specified in the applicable Additional Closing Notice (as defined below), subject to satisfaction (or waiver) of the conditions to each Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(c) (or such later date as is mutually agreed to by the Company and the applicable Buyer). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), each Buyer may purchasepurchase (provided that such Buyer was a Buyer under this Agreement on the date hereof and such Buyer holds all of the Preferred Shares purchased hereunder at the time of such Additional Closing), at such Buyer’s 's option, Additional Notes Preferred Shares by delivering written notice to the Company (an “"Additional Closing Notice”") at any time (A) with respect to the First Additional Notes Amount, during the period beginning after the date hereof and ending on March 20, 2008 (the one year anniversary "Additional Closing Expiration Date"), which Additional Closing Expiration Date may be extended at the option of the Initial Closing Date (the “First Optional Additional Notes Notice Termination Date”) and (B) with respect Company to the Second Additional Notes Amounta date not later than May 20, during the period beginning after the date the Shareholder Approval (as defined in Section 4(s) below) has been obtained and ending one year thereafter (the “Second Optional Additional Notes Notice Termination Date”, and with the First Optional Additional Notes Notice Termination Date, each an "Optional Additional Notes Notice Termination Date”); provided, that each Buyer may only exercise such right once with respect to the First Additional Notes Amount and once with respect to the Second Additional Notes Amount2008. In addition to the foregoing, if (x) (A) with respect to the First Additional Notes Amount, at any time from and after the Initial Closing Date until the one year anniversary date of the Initial Closing Date or (B) with respect to the Second Additional Notes Amount, during the period beginning after the date the Shareholder Approval has been obtained and ending one year thereafter, the Closing Sale Price (as defined in the Notes) of the Common Stock equals or exceeds CDN$1.485 (subject to appropriate adjustments for stock splits, stock dividends, stock combinations or other similar transactions after the Initial Closing Date) for each of any twenty (20) consecutive Trading Days (as defined in the Notes) and (y) the Equity Conditions (as defined in the Notes) shall have been satisfied (or waived in writing by each Buyer), on each Trading Day during the period commencing on the date of delivery of the applicable Mandatory Funding Notice (as defined below), and ending on the applicable Additional Closing Date, the Company shall have the right to require each Buyer to purchase Additional Notes by delivering to each Buyer an Additional Closing Notice (as provided by the Company, a “Mandatory Funding Notice”) setting forth the principal amount of Additional Notes to be purchased by the Buyers, which principal amount, when added to the principal amount of any Additional Notes previously purchased by each Buyer shall not exceed (1) if on or prior to the First Optional Additional Notes Notice Termination Date, but prior to the date the Company obtains the Shareholder Approval, the First Additional Notes Amount, (2) if on or prior to the First Optional Additional Notes Notice Termination Date and the Second Additional Notes Notice Termination Date, but after the date the Company obtains the Shareholder Approval, the aggregate of the First Additional Notes Amount and the Second Additional Notes Amount, or (3) if after the First Optional Additional Notes Notice Termination Date and after the date the Company obtains the Shareholder Approval, but prior to the Second Optional Additional Notes Notice Termination Date, the Second Additional Notes Amount; provided, that if the Company elects to deliver a Mandatory Funding Notice to any Buyer, it must deliver a Mandatory Funding Notice requiring the purchase of a pro rata amount of Additional Notes to all Buyers. Any Mandatory Funding Notice delivered by the Company shall be irrevocable. Each Mandatory Funding Notice shall contain a proposed Additional Closing Date that shall be at least 10 Business Days but not more than 60 Business Days following the date of delivery of such Mandatory Funding Notice to the Buyers. An The Additional Closing Notice shall be delivered at least five ten (10) Business Days prior to the applicable Additional Closing Date set forth in such Additional Closing Notice. An Additional Closing Notice shall set forth (i) the principal amount number of Additional Notes Preferred Shares to be purchased by such Buyer at the applicable Additional Closing, which principal amount, when added to the principal amount number of any Additional Notes previously purchased by such Buyer, shares shall not exceed the sum number of Additional Preferred Shares as is set forth opposite such Buyer's name in column (4) on the First Additional Notes Amount and the Second Additional Notes AmountSchedule of Buyers, (ii) the aggregate Additional Purchase Price for the Additional Notes Preferred Shares to be purchased and (iii) the proposed Additional Closing Date. The Company shall promptly deliver a copy of each Additional Closing Notice to each Buyer that did not issue such Additional Closing Notice and allow such Buyer to participate in such Additional Closing. In the event the Company, (x) as of the First Optional Additional Notes Notice Termination Date, has not sold $2.0 million in aggregate principal amount of Additional Notes of the First Additional Notes Amount to the Buyers or (y) as of the Second Optional Additional Notes Notice Termination Date, has not sold $0.5 million in aggregate principal amount of Additional Notes of the Second Additional Notes Amount to the Buyers, the Company may deliver a notice (the “Undersubscription Notice”) to each Buyer that has elected to purchase the entire First Additional Notes Amount or Second Additional Notes Amount, as applicable, of such Buyer (the “Additional Basic Amount”) within 5 Business Days of such anniversary notifying them of the principal amount of Additional Notes that have not been sold, such notice containing an offer to such Buyers to purchase more Additional Notes by delivering a notice to the Company within 10 Business Days (a “Undersubscription Election Notice”) from their receipt of a Undersubscription Notice to purchase some or all of the remaining Additional Notes specified in the Undersubscription Notice (the terms, conditions and purchase price shall be the same as specified with respect to the sale of the other Additional Notes). The Undersubscription Election Notice shall specify the principal amount of Additional Notes such Buyer elects to purchase (not to exceed the amount specified in the Undersubscription Notice). If the total principal amount of Additional Notes specified in the Undersubscription Election Notices of all Buyers is more than the aggregate principal amount of Additional Notes specified in the applicable Undersubscription Notice, each Buyer who has subscribed for any Additional Notes pursuant to an Undersubscription Notice shall be entitled to purchase only that portion of the amount specified in Undersubscription Notice as the Additional Basic Amount of such Buyer bears to the total Additional Basic Amounts of all Buyers that have subscribed for Additional Notes pursuant to an Undersubscription Notice, subject to rounding by the Company to the extent it deems reasonably necessary. The additional Closing Date for the Additional Notes to be purchased pursuant to Undersubscription Election Notices shall occur 30 Business Days after the applicable Optional Additional Notice Termination Date. As used herein, "Business Day” " means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Additional Closing Date. (i) The date and time of the Additional Closings Closing (each, an the “Additional Closing Date,” and together with the Initial Closing Date, each a “Closing Date” and collectively, the “Closing Dates”) shall be 8:00 10:00 a.m., New York City Timetime, on the date specified in the applicable Additional Closing Notice (as defined below), subject to satisfaction (or waiver) six month anniversary of the conditions to each Additional Initial Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(c) Date (or such later date as is mutually agreed to by the Company and the applicable each Buyer). Subject If on the fifteenth calendar day immediately prior to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), each Buyer may purchase, at such Buyer’s option, Additional Notes by delivering written notice to the Company (an “Additional Closing Notice”) at any time (A) with respect to the First Additional Notes Amount, during the period beginning after the date hereof and ending on the one year anniversary of the Initial Closing Date (the “First Optional Additional Notes Notice Termination Closing Eligibility Date”) and (B) with respect to the Second Additional Notes Amount, during the period beginning after the date the Shareholder Approval (as defined in Section 4(s) below) has been obtained and ending one year thereafter (the “Second Optional Additional Notes Notice Termination Date”, and with the First Optional Additional Notes Notice Termination Date, each an "Optional Additional Notes Notice Termination Date”); provided, that each Buyer may only exercise such right once with respect to the First Additional Notes Amount and once with respect to the Second Additional Notes Amount. In addition to the foregoing, if (x) (A) with respect to the First Additional Notes Amount, at any time from and after the Initial Closing Date until the one year anniversary date of the Initial Closing Date or (B) with respect to the Second Additional Notes Amount, during the period beginning after the date the Shareholder Approval has been obtained and ending one year thereafter, the Closing Sale Market Price (as defined in the Initial Notes) of on the Common Stock equals or exceeds CDN$1.485 (subject to appropriate adjustments for stock splits, stock dividends, stock combinations or other similar transactions after the Initial Closing Date) for each of any twenty (20) consecutive Trading Days Day (as defined in the Initial Notes) immediately prior the Additional Closing Eligibility Date and (y) the Equity Conditions (as defined in the Notes) shall have been satisfied (or waived in writing by each Buyer), on each Trading Day during the period commencing on the date of delivery of Additional Closing Eligibility Date and ending and including the applicable Mandatory Funding Notice Trading Day immediately prior to the Additional Closing Date exceeds $2.00 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions), (y) on or prior to the Additional Closing Date, the Company has satisfied (or the Buyers have waived) the conditions to such Closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below and (z) there has been no Equity Conditions Failure (as defined belowin the Initial Notes), and ending on the applicable Additional Closing Date, the Company shall have the right to require each Buyer to purchase an Additional Notes by delivering Note in the original principal amount not in excess of the amount set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers (each, a “Maximum Additional Note Amount”). Subject to each Buyer the satisfaction of the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below, the Company may exercise its right to require an Additional Closing Notice (as provided by delivering on the Company, Additional Closing Eligibility Date a “Mandatory Funding Notice”) setting forth the principal amount of Additional Notes written notice thereof by facsimile and overnight courier to be purchased by the Buyers, which principal amount, when added to the principal amount of any Additional Notes previously purchased by each Buyer shall not exceed (1) if on or prior to the First Optional Additional Notes Notice Termination Dateall, but prior to not less than all, of the holders of Initial Notes (the “Additional Closing Notice” and the date the Company obtains the Shareholder Approval, the First Additional Notes Amount, (2) if on or prior to the First Optional Additional Notes Notice Termination Date and the Second Additional Notes Notice Termination Date, but after the date the Company obtains the Shareholder Approval, the aggregate all of the First Additional Notes Amount and holders received such notice by facsimile is referred to as the Second Additional Notes Amount, or (3) if after the First Optional Additional Notes Notice Termination Date and after the date the Company obtains the Shareholder Approval, but prior to the Second Optional Additional Notes Notice Termination Date, the Second Additional Notes Amount; provided, that if the Company elects to deliver a Mandatory Funding Notice to any Buyer, it must deliver a Mandatory Funding Notice requiring the purchase of a pro rata amount of Additional Notes to all Buyers. Any Mandatory Funding Notice delivered by the Company shall be irrevocable. Each Mandatory Funding Notice shall contain a proposed “Additional Closing Date that shall be at least 10 Business Days but not more than 60 Business Days following the date of delivery of such Mandatory Funding Notice to the BuyersDate”). An The Additional Closing Notice shall be delivered at least five Business Days prior to the applicable Additional Closing Date set forth in such Additional Closing Noticeirrevocable. An The Additional Closing Notice shall set forth (iA) specify the Additional Closing Date, (B) specify the aggregate principal amount of Additional Notes to be purchased by such Buyer at the applicable Additional ClosingClosing and (C) certify that the Market Price on the Trading Day immediately prior the Additional Closing Eligibility Date exceeds $2.00 (as adjusted for any stock splits, which principal amountstock dividends, when added stock combinations, recapitalizations or other similar transactions) and (D) certify that there has been no Equity Conditions Failure; provided, however, that the Company may not require any Buyer to the principal amount of any purchase Additional Notes previously purchased by in excess of the Maximum Additional Note Amount of such Buyer, shall not exceed . For the sum avoidance of the First Additional Notes Amount and the Second Additional Notes Amount, (ii) the aggregate Purchase Price for the Additional Notes to be purchased and (iii) the proposed Additional Closing Date. The Company shall promptly deliver a copy of each Additional Closing Notice to each Buyer that did not issue such Additional Closing Notice and allow such Buyer to participate in such Additional Closing. In the event the Company, (x) as of the First Optional Additional Notes Notice Termination Date, has not sold $2.0 million in aggregate principal amount of Additional Notes of the First Additional Notes Amount to the Buyers or (y) as of the Second Optional Additional Notes Notice Termination Date, has not sold $0.5 million in aggregate principal amount of Additional Notes of the Second Additional Notes Amount to the Buyersdoubt, the Company may deliver a notice (the “Undersubscription Notice”) to each Buyer that has elected to purchase the entire First Additional Notes Amount or Second Additional Notes Amount, as applicable, of such Buyer (the “Additional Basic Amount”) within 5 Business Days of such anniversary notifying them of the principal amount of Additional Notes that have shall not been sold, such notice containing an offer to such Buyers to purchase more Additional Notes by delivering a notice to the Company within 10 Business Days (a “Undersubscription Election Notice”) from their receipt of a Undersubscription Notice to purchase some or all of the remaining Additional Notes specified in the Undersubscription Notice (the terms, conditions and purchase price shall be the same as specified with respect to the sale of the other Additional Notes). The Undersubscription Election Notice shall specify the principal amount of Additional Notes such Buyer elects to purchase (not to exceed the amount specified in the Undersubscription Notice). If the total principal amount of Additional Notes specified in the Undersubscription Election Notices of all Buyers is more than the aggregate principal amount of Additional Notes specified in the applicable Undersubscription Notice, each Buyer who has subscribed for any Additional Notes pursuant to an Undersubscription Notice shall be entitled to purchase only that portion of the amount specified in Undersubscription Notice as effect an Additional Closing if on the Additional Basic Amount of such Buyer bears to the total Additional Basic Amounts of all Buyers that have subscribed for Additional Notes pursuant to an Undersubscription Notice, subject to rounding by the Company to the extent it deems reasonably necessary. The additional Closing Date for there is an Equity Conditions Failure or the Market Price on the Trading Day immediately prior the Additional Notes to be purchased pursuant to Undersubscription Election Notices shall occur 30 Business Days after the applicable Optional Additional Notice Termination Date. As used hereinClosing Date does not exceed $2.00 (as adjusted for any stock splits, "Business Day” means any day other than Saturdaystock dividends, Sunday stock combinations, recapitalizations or other day on which commercial banks in The City of New York are authorized or required by law to remain closedsimilar transactions).

Additional Closing Date. (i) The Subject to timely delivery by the Company to the Buyers of a valid Company Additional Note Notice (as defined below) or by any Buyer to the Company of a Buyer’s Additional Note Notice (as defined below), the date and time of the each Additional Closings Closing (each, an “Additional Closing Date,” and together with the Initial Closing Date, each a “Closing Date” and collectively, the “Closing Dates”) shall be 8:00 10:00 a.m., New York City Time, on the date specified in the applicable Company Additional Closing Note Notice (or Buyer’s Additional Note Notice, as defined below)applicable, subject to satisfaction (or waiver) of the conditions to each the Additional Closing set forth in Sections 6(b) and 7(b) below and the conditions contained set forth in this Section 1(c) (or such later other date or time as is mutually agreed to by the Company and the applicable BuyerBuyers). Subject to the requirements of Sections 6(b) and 7(b) below and the conditions contained in this Section 1(c), the Company on one occasion may require each Buyer may purchaseseverally, at but not jointly, to purchase up to such principal amount of Additional Notes as is set forth opposite such Buyer’s option, name in column (4) on the Schedule of Buyers on the Additional Notes Closing Date by delivering written notice to (the “Company (an “Additional Closing Note Notice”) at to each Buyer on any time (A) with respect date from and after the nine-month anniversary of the Initial Closing Date and prior to the First Additional Notes Amount, during the period beginning after the date hereof and ending on the one year twenty-two month anniversary of the Initial Closing Date (the “First Optional Additional Notes Note Notice Termination DatePeriod”) ; and (B) with respect to the Second Additional Notes Amount, during the period beginning after the date of receipt of the Shareholder Approval (as defined in Section 4(s) below) has been obtained and ending one year thereafter (Company Additional Note Notice, the “Second Optional Additional Notes Note Notice Termination Date”, and with the First Optional Additional Notes Notice Termination Date, each an "Optional Additional Notes Notice Termination Date”); provided, that each Buyer may only exercise such right once with respect to the First . The Company Additional Notes Amount and once with respect to the Second Additional Notes Amount. In addition to the foregoing, if (x) (A) with respect to the First Additional Notes Amount, at any time from and after the Initial Closing Date until the one year anniversary date of the Initial Closing Date or (B) with respect to the Second Additional Notes Amount, during the period beginning after the date the Shareholder Approval has been obtained and ending one year thereafter, the Closing Sale Price (as defined in the Notes) of the Common Stock equals or exceeds CDN$1.485 (subject to appropriate adjustments for stock splits, stock dividends, stock combinations or other similar transactions after the Initial Closing Date) for each of any twenty (20) consecutive Trading Days (as defined in the Notes) and (y) the Equity Conditions (as defined in the Notes) shall have been satisfied (or waived in writing by each Buyer), on each Trading Day during the period commencing on the date of delivery of the applicable Mandatory Funding Notice (as defined below), and ending on the applicable Additional Closing Date, the Company shall have the right to require each Buyer to purchase Additional Notes by delivering to each Buyer an Additional Closing Notice (as provided by the Company, a “Mandatory Funding Notice”) setting forth the principal amount of Additional Notes to be purchased by the Buyers, which principal amount, when added to the principal amount of any Additional Notes previously purchased by each Buyer shall not exceed (1) if on or prior to the First Optional Additional Notes Notice Termination Date, but prior to the date the Company obtains the Shareholder Approval, the First Additional Notes Amount, (2) if on or prior to the First Optional Additional Notes Notice Termination Date and the Second Additional Notes Notice Termination Date, but after the date the Company obtains the Shareholder Approval, the aggregate of the First Additional Notes Amount and the Second Additional Notes Amount, or (3) if after the First Optional Additional Notes Notice Termination Date and after the date the Company obtains the Shareholder Approval, but prior to the Second Optional Additional Notes Notice Termination Date, the Second Additional Notes Amount; provided, that if the Company elects to deliver a Mandatory Funding Notice to any Buyer, it must deliver a Mandatory Funding Notice requiring the purchase of a pro rata amount of Additional Notes to all Buyers. Any Mandatory Funding Notice delivered by the Company shall be irrevocable. Each Mandatory Funding Notice shall contain a proposed Additional Closing Date that shall be at least 10 Business Days but not more than 60 Business Days following the date of delivery of such Mandatory Funding Notice to the Buyers. An Additional Closing Note Notice shall be irrevocable and must be delivered at least five Business Days prior to the applicable each Buyer. The Company Additional Closing Date set forth in such Additional Closing Notice. An Additional Closing Note Notice shall set forth (i) each Buyer’s pro rata allocation (based on the principal amount of Additional Notes as is set forth opposite each such Buyer’s name in column (4) on the Schedule of Buyers in relation to be purchased by such Buyer at $75,000,000) of the applicable Additional Closing, which principal amount, when added to the aggregate principal amount of any Additional Notes previously purchased by such Buyer, (which aggregate principal amount shall not exceed $75,000,000) and related Additional Warrants which the sum Company is requiring all of the First Buyers to purchase at the Additional Notes Amount and the Second Additional Notes AmountClosing, (ii) the aggregate Purchase Price for the each such Buyer’s Additional Notes to be purchased and related Additional Warrants and (iii) the proposed Additional Closing Date. The Company shall promptly deliver a copy of each , which Additional Closing Date shall be on the sixth (6th) Trading Day after the Additional Note Notice to each Buyer that did not issue such Additional Closing Notice and allow such Buyer to participate Date. Notwithstanding anything in such Additional Closing. In the event the Company, (x) as of the First Optional Additional Notes Notice Termination Date, has not sold $2.0 million in aggregate principal amount of Additional Notes of the First Additional Notes Amount this Agreement to the Buyers or (y) as of the Second Optional Additional Notes Notice Termination Date, has not sold $0.5 million in aggregate principal amount of Additional Notes of the Second Additional Notes Amount to the Buyerscontrary, the Company may deliver a notice (shall not be entitled to require the “Undersubscription Notice”) to each Buyer that has elected Buyers to purchase the entire First Additional Notes Amount or Second Additional Notes Amountunless, as applicable, of such Buyer (the “Additional Basic Amount”) within 5 Business Days of such anniversary notifying them of the principal amount of Additional Notes that have not been sold, such notice containing an offer to such Buyers to purchase more Additional Notes by delivering a notice in addition to the requirements of Sections 6(b) and 7(b) below, the following Conditions to Company within 10 Business Days (a “Undersubscription Election Notice”) from their receipt of a Undersubscription Additional Note Notice to purchase some or all of the remaining Additional Notes specified in the Undersubscription Notice (the terms, conditions and purchase price shall be the same as specified with respect to the sale of the other Additional Notes). The Undersubscription Election Notice shall specify the principal amount of Additional Notes such Buyer elects to purchase (not to exceed the amount specified in the Undersubscription Notice). If the total principal amount of Additional Notes specified in the Undersubscription Election Notices of all Buyers is more than the aggregate principal amount of Additional Notes specified in the applicable Undersubscription Notice, each Buyer who has subscribed for any Additional Notes pursuant to an Undersubscription Notice shall be entitled to purchase only that portion of the amount specified in Undersubscription Notice as the Additional Basic Amount of such Buyer bears to the total Additional Basic Amounts of all Buyers that have subscribed for Additional Notes pursuant to an Undersubscription Notice, subject to rounding by the Company to the extent it deems reasonably necessary. The additional Closing Date for the Additional Notes to be purchased pursuant to Undersubscription Election Notices shall occur 30 Business Days after the applicable Optional Additional Notice Termination Date. As used herein, "Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closedsatisfied.

Additional Closing Date. (i) The date and time of the Additional Closings (each, each an “"Additional Closing Date,” " and together with the Initial Closing Date, each a “"Closing Date” " and collectively, the “"Closing Dates”") shall be 8:00 10:00 a.m., New York City Timetime, on the date specified in the applicable Additional Closing Notice (as defined below), subject to satisfaction (or waiver) of the conditions to each Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(c) (or such later date as is mutually agreed to by the Company and the applicable Buyer). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), each Buyer may purchasepurchase (provided that such Buyer was a Buyer under this Agreement on the date hereof and such Buyer holds all of the Preferred Shares purchased hereunder at the time of such Additional Closing), at such Buyer’s 's option, Additional Notes Preferred Shares by delivering written notice to the Company (an “"Additional Closing Notice”") at any time (A) with respect to the First Additional Notes Amount, during the period beginning after the date hereof and ending on the date one year anniversary of hundred and twenty (120) days after the Initial Closing Date (the “First Optional "Additional Notes Notice Termination Closing Expiration Date”) and (B) with respect to "), which Additional Closing Expiration Date may be extended at the Second Additional Notes Amount, during the period beginning after the date the Shareholder Approval (as defined in Section 4(s) below) has been obtained and ending one year thereafter (the “Second Optional Additional Notes Notice Termination Date”, and with the First Optional Additional Notes Notice Termination Date, each an "Optional Additional Notes Notice Termination Date”); provided, that each Buyer may only exercise such right once with respect to the First Additional Notes Amount and once with respect to the Second Additional Notes Amount. In addition to the foregoing, if (x) (A) with respect to the First Additional Notes Amount, at any time from and after the Initial Closing Date until the one year anniversary date option of the Initial Closing Date or Company to a date not later than one hundred and eighty (B180) with respect to the Second Additional Notes Amount, during the period beginning after the date the Shareholder Approval has been obtained and ending one year thereafter, the Closing Sale Price (as defined in the Notes) of the Common Stock equals or exceeds CDN$1.485 (subject to appropriate adjustments for stock splits, stock dividends, stock combinations or other similar transactions days after the Initial Closing Date) for each of any twenty (20) consecutive Trading Days (as defined in the Notes) and (y) the Equity Conditions (as defined in the Notes) shall have been satisfied (or waived in writing by each Buyer), on each Trading Day during the period commencing on the date of delivery of the applicable Mandatory Funding Notice (as defined below), and ending on the applicable Additional Closing Date, the Company shall have the right to require each Buyer to purchase Additional Notes by delivering to each Buyer an Additional Closing Notice (as provided by the Company, a “Mandatory Funding Notice”) setting forth the principal amount of Additional Notes to be purchased by the Buyers, which principal amount, when added to the principal amount of any Additional Notes previously purchased by each Buyer shall not exceed (1) if on or prior to the First Optional Additional Notes Notice Termination Date, but prior to the date the Company obtains the Shareholder Approval, the First Additional Notes Amount, (2) if on or prior to the First Optional Additional Notes Notice Termination Date and the Second Additional Notes Notice Termination Date, but after the date the Company obtains the Shareholder Approval, the aggregate of the First Additional Notes Amount and the Second Additional Notes Amount, or (3) if after the First Optional Additional Notes Notice Termination Date and after the date the Company obtains the Shareholder Approval, but prior to the Second Optional Additional Notes Notice Termination Date, the Second Additional Notes Amount; provided, that if the Company elects to deliver a Mandatory Funding Notice to any Buyer, it must deliver a Mandatory Funding Notice requiring the purchase of a pro rata amount of Additional Notes to all Buyers. Any Mandatory Funding Notice delivered by the Company shall be irrevocable. Each Mandatory Funding Notice shall contain a proposed Additional Closing Date that shall be at least 10 Business Days but not more than 60 Business Days following the date of delivery of such Mandatory Funding Notice to the Buyers. An The Additional Closing Notice shall be delivered at least five ten (10) Business Days prior to the applicable Additional Closing Date set forth in such Additional Closing Notice. An Additional Closing Notice shall set forth (i) the principal amount number of Additional Notes Preferred Shares to be purchased by such Buyer at the applicable Additional Closing, which principal amount, when added to the principal amount number of any Additional Notes previously purchased by such Buyer, shares shall not exceed the sum number of Additional Preferred Shares as is set forth opposite such Buyer's name in column (4) on the First Additional Notes Amount and the Second Additional Notes AmountSchedule of Buyers, (ii) the aggregate Additional Purchase Price for the Additional Notes Preferred Shares to be purchased and (iii) the proposed Additional Closing Date. The Company shall promptly deliver a copy of each Additional Closing Notice to each Buyer that did not issue such Additional Closing Notice and allow such Buyer to participate in such Additional Closing. In the event the Company, (x) as of the First Optional Additional Notes Notice Termination Date, has not sold $2.0 million in aggregate principal amount of Additional Notes of the First Additional Notes Amount to the Buyers or (y) as of the Second Optional Additional Notes Notice Termination Date, has not sold $0.5 million in aggregate principal amount of Additional Notes of the Second Additional Notes Amount to the Buyers, the Company may deliver a notice (the “Undersubscription Notice”) to each Buyer that has elected to purchase the entire First Additional Notes Amount or Second Additional Notes Amount, as applicable, of such Buyer (the “Additional Basic Amount”) within 5 Business Days of such anniversary notifying them of the principal amount of Additional Notes that have not been sold, such notice containing an offer to such Buyers to purchase more Additional Notes by delivering a notice to the Company within 10 Business Days (a “Undersubscription Election Notice”) from their receipt of a Undersubscription Notice to purchase some or all of the remaining Additional Notes specified in the Undersubscription Notice (the terms, conditions and purchase price shall be the same as specified with respect to the sale of the other Additional Notes). The Undersubscription Election Notice shall specify the principal amount of Additional Notes such Buyer elects to purchase (not to exceed the amount specified in the Undersubscription Notice). If the total principal amount of Additional Notes specified in the Undersubscription Election Notices of all Buyers is more than the aggregate principal amount of Additional Notes specified in the applicable Undersubscription Notice, each Buyer who has subscribed for any Additional Notes pursuant to an Undersubscription Notice shall be entitled to purchase only that portion of the amount specified in Undersubscription Notice as the Additional Basic Amount of such Buyer bears to the total Additional Basic Amounts of all Buyers that have subscribed for Additional Notes pursuant to an Undersubscription Notice, subject to rounding by the Company to the extent it deems reasonably necessary. The additional Closing Date for the Additional Notes to be purchased pursuant to Undersubscription Election Notices shall occur 30 Business Days after the applicable Optional Additional Notice Termination Date. As used herein, "Business Day” " means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.