Common use of Capital Reorganization Clause in Contracts

Capital Reorganization. If and whenever at any time prior to Expiration Date there shall be a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date or record date, as the case may be, of the Capital Reorganization and had it been the registered holder of such Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheld.

Capital Reorganization. If and whenever at Without limiting any time prior to Expiration Date there shall be a of the other provisions hereof, if any (i) capital reorganization; (ii) reclassification of the capital stock of the Company; (iii) merger, reclassification consolidation or reorganization or other change similar transaction or series of Common Shares outstanding at such time or change of related transactions which results in the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement or merger voting securities of the Company with outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification voting securities of the outstanding Common Shares surviving or a change acquiring entity) less than 50% of the Common Shares into other shares)combined voting power of the voting securities of or economic interests in the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or a reorganization; (iv) sale, lease, license, transfer, conveyance or transfer other disposition of all or substantially all of the undertaking or assets of the Company Company; (v) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 50% of the voting power of the voting securities of or economic interests in the Company; or (vi) the acquisition by any “person” (together with his, her or its Affiliates) or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) acquires, directly or indirectly, the beneficial ownership (as an entirety such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding shares of capital stock and/or other equity securities of the Company, in a single transaction or substantially as an entirety to another series of related transactions (including, without limitation, one or more tender offers or exchange offers), representing at least 50% of the voting power of or economic interests in the then outstanding shares of capital stock of the corporation or entity in which the holders (each of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called i)-(vi) above a “Capital Corporate Reorganization”)) shall be effected, any Warrantholder who exercises then the Company shall use its best efforts to ensure that lawful and adequate provision shall be made whereby each Warrant Holder shall thereafter continue to have the right to subscribe for purchase and purchase Warrant Shares pursuant to receive upon the exercise of basis and upon the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, terms and shall accept for the same aggregate consideration conditions herein specified and in lieu of the number of Warrant Shares to which issuable upon exercise of the Warrantholder was theretofore entitled upon Warrants held by such exerciseWarrant Holder, shares of stock in the aggregate number of shares, other securities surviving or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date or record dateacquiring entity (“Acquirer”), as the case may be, such that the aggregate value of the Capital Reorganization and had it been Warrant Holder’s warrants to purchase such number of shares, where the registered holder value of each new warrant to purchase one share in the Acquirer is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (A) hereto, is equivalent to the aggregate value of the Warrants held by such Warrant Shares on such effective Holder, where the value of each Warrant to purchase one share in the Company is determined in accordance with the Black-Scholes Option Pricing formula set forth Appendix (B) hereto. Furthermore, the new warrants to purchase shares in the Acquirer referred to herein shall have the same expiration date as the Warrants, and shall have a strike price, KAcq, that is calculated in accordance with Appendix (A) hereto. For the avoidance of doubt, if the surviving or record dateacquiring entity, as the case may be, subject is a member of a consolidated group for financial reporting purposes, the “Acquirer” shall be deemed to be the parent of such consolidated group for purposes of this Section 4(d) and Appendix (A) hereto. Moreover, appropriate provision shall be made with respect to the rights and interests of each Warrant Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock thereafter deliverable upon the exercise thereof. The Company shall not effect any such Corporate Reorganization unless prior to or simultaneously with the consummation thereof the successor corporation resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume by written instrument, reasonably deemed by the Board of Directors of the Company and the Requisite Holders to be satisfactory in form and substance, the obligation to deliver to the holder of the Warrants, at the last address of such holder appearing on the books of the Company, such shares of stock, as, in accordance with provisions the sameforegoing provisions, as nearly as such holder may be possibleentitled to purchase, as those contained in Sections 13(a) through 13(j), inclusiveand the other obligations under these Warrants. No Capital Reorganization shall be completed by the Company unless the foregoing The provisions of this Section 13(r4(d) have been complied with shall similarly apply to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to successive Corporate Reorganizations. If the Company, which confirmation in spite of using its best efforts, is unable to cause these Warrants to continue in full force and effect until the Expiration Date in connection with any Corporate Reorganization, then the Company shall not pay the Warrant Holders an amount per Warrant to purchase one share in the Company that is calculated in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (B) hereto. Such payment shall be unreasonably withheldmade in cash in the event that the Corporate Reorganization results in the Company or the shareholders of the Company receiving cash from the Acquirer at the closing of the transaction, and shall be made in shares of the Company (with the value of each share in the Company is determined according to SCorp in Appendix (B) hereto) for all other Corporate Reorganizations. In the event that a Corporate Reorganization involves the payment of cash as well as other securities, such payment to the Warrant Holders shall be also be made in both cash and shares in the same proportion as the cash and non-cash portions of the considerations.

Capital Reorganization. If and whenever at any time prior to Expiration Date after the date of issuance of the Option there shall be a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement any consolidation or merger of to which the Company with is a party (whether or into any other corporation or other entity (not the Company is the surviving entity), other than a consolidation, amalgamation, arrangement consolidation or a merger in which the Company is a continuing corporation and which does not result in any reclassification of the outstanding of, or change (other than a Common Shares Stock Reorganization or a change of the Common Shares into other sharesin par value), or a in, outstanding shares of Common Stock, any sale, assignment, lease, exchange, conveyance or other transfer (in one transaction or series of related transactions) of the undertaking or assets property of the Company as an entirety or substantially as an entirety or all or substantially all of the outstanding equity securities of the Company to another corporation any person or entity in which group of related persons for the holders purposes of Common Shares are entitled to receive sharesSection 13(d) of the Exchange Act, or any dividend or distribution of assets (including securities of subsidiaries of the Company) other than regular cash dividends (any such event, other securities or propertythan a Common Stock Reorganization, including cash (any of such events being herein called a “"Capital Reorganization”"), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after then, effective upon the effective date of such Capital Reorganization, the Holder shall have the right to purchase or receive, upon exercise of the Option, the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after such Capital Reorganization if the Option had been exercised immediately prior to such Capital Reorganization. If the Capital Reorganization is a distribution of options or rights to purchase or receive securities or assets of the Company and such options or rights expire before this Option, the Holder shall be entitled to receivereceive options or rights with terms, and shall accept for as nearly as possible, identical to the same aggregate consideration in lieu terms of the number of Warrant Shares such expired options or rights. As a condition to which the Warrantholder was theretofore entitled upon such exerciseeffecting any Capital Reorganization, the aggregate number of shares, other securities Company or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date successor or record datesurviving corporation, as the case may be, of shall execute and deliver to the Capital Reorganization and had it been Holder an agreement as to the registered holder of such Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter Holder's rights in accordance with provisions the samethis Paragraph 10(c), providing for subsequent adjustments as nearly equivalent as may be possible, as those contained practicable to the adjustments provided for in Sections 13(a) through 13(jthis Paragraph 10(c), inclusive. No Capital Reorganization shall be completed by the Company unless the foregoing The provisions of this Section 13(rParagraph 10(c) have been complied with shall similarly apply to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldsuccessive Capital Reorganizations.

Capital Reorganization. If and whenever at any time prior to Expiration Date during the Exercise Period there shall be a reorganization, reclassification or other change redesignation of Common Shares at any time outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities or any other capital reorganization (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification or redesignation of the outstanding Common Shares or a change of the Common Shares into other sharessecurities), or a sale, conveyance or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its the Holder, where he, she or it has not exercised the right to subscribe for of subscription and purchase under this Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately Certificate prior to the effective date or record date, as the case may be, of such Capital Reorganization, shall be entitled to receive, and shall accept upon the exercise of such right for the same aggregate consideration, in lieu of the number of Shares to which such Holder was theretofore entitled upon such exercise, the kind and aggregate number of shares, other securities or other property which such holder would have been entitled to receive as a result of such Capital Reorganization and if, on the effective date thereof, he had it been the registered holder of the number of Shares to which such Warrant Shares on holder was theretofore entitled to subscribe for and purchase; provided however, that no such effective date or record dateCapital Reorganization shall be carried into effect unless all necessary steps shall have been taken by the Corporation to so entitle the Holder. If determined appropriate by the board of directors of the Corporation, as the case may beacting reasonably and in good faith, and subject to adjustment the prior written approval of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading if required by such stock exchange or over-the-counter market, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 4 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in accordance with provisions the same, this Section 4 shall thereafter correspondingly be made applicable as nearly as may reasonably be possiblepossible in relation to any shares, as those contained in Sections 13(a) through 13(j), inclusiveother securities or other property thereafter deliverable upon the exercise of any Warrant. No Capital Reorganization Any such adjustments shall be completed made by and set forth in terms and conditions supplemental hereto approved by the Company unless the foregoing provisions board of this Section 13(r) have been complied with to the satisfaction directors of the Warrantholder Corporation, acting reasonably and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldgood faith.

Capital Reorganization. If and whenever at any time prior to Expiration after the issuance of the Rights and before the Payment Date there shall be is a reorganization, reclassification of Pan American Shares or other change of Common Shares outstanding at such time or a change of the Common Pan American Shares (other than through a Share Reorganization) into other shares securities or into other securitiesproperty, or a consolidation, amalgamation, arrangement or merger of the Company Pan American (including a business combination or exchange of like effect) with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Pan American Shares or a change of the Common Pan American Shares into other sharessecurities or property), or a sale, conveyance or transfer of the undertaking or assets of the Company Pan American as an entirety or substantially as an entirety to another corporation entity, or entity in which a record date for any of the holders of Common Shares are entitled to receive shares, other securities or property, including cash foregoing events occurs and such transaction is not covered by Section 14.1 hereof (any of such events being herein called a “Capital Reorganization”), any Warrantholder Holder who exercises its right to subscribe for and purchase Warrant Shares pursuant is entitled to the exercise CVR Payment Amount upon the occurrence of the Warrant Payment Condition after the record date or effective date of such Capital Reorganization shall will be entitled to receive, and shall accept for the same aggregate consideration will accept, in lieu of the number of Warrant Pan American Shares to which the Warrantholder such Holder was theretofore entitled upon such exerciseentitled, the aggregate number of shares, other securities or other propertyproperty of Pan American, including cashor the continuing, successor or purchasing person, as the case may be, under the Capital Reorganization which the Warrantholder such Holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date of such Capital Reorganization, the Holder had been the registered holder of the number of Pan American Shares to which such Holder was then entitled pursuant to the Rights. No such Capital Reorganization shall be carried into effect unless all necessary steps shall have been taken so that the Holders shall thereafter be entitled to receive such number of Pan American Shares or record dateother securities or property of Pan American or of the continuing, successor or purchasing person, as the case may be, of under the Capital Reorganization and had it been the registered holder of such Warrant Shares on such effective date or record date, as the case may beReorganization, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j)this Section 9.2 and Section 9.3. If determined appropriate by Pan American, inclusive. No acting reasonably, appropriate adjustments will be made as a result of any such Capital Reorganization shall be completed by in the Company unless application of the foregoing provisions of set forth in this Section 13(r) have been complied Article 9 with respect to the satisfaction rights and interests thereafter of the Warrantholder and the Warrantholder has confirmed the same in writing Holders to the Companyextent that the provisions set forth in this Article 9 will thereafter correspondingly be made applicable as nearly as may be reasonable in relation to any securities or property thereafter deliverable upon the conversion of any Right. Any such adjustments will be made by and set forth in terms and conditions supplemental hereto approved by Pan American, which confirmation shall not acting reasonably, and, absent manifest error, will for all purposes be unreasonably withheldconclusively deemed to be the appropriate adjustment.

Capital Reorganization. If and whenever during the term of the Warrants there shall be directly or indirectly in one or more related transaction (i) a reclassification of Common Shares at any time prior to Expiration Date there shall be outstanding or a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securitiessecurities (other than as contemplated under section 3(a) above), or (ii) a consolidation, amalgamation, arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other sharessecurities), or (iii) a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its the Holder, where he has not exercised the right to subscribe for of subscription and purchase under this Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately certificate prior to the effective date or record date, as the case may be, of the such Capital Reorganization, shall be entitled to receive (whether or not such Capital Reorganization occurs before or after the Initial Exercise Date), and shall accept upon the exercise of such right for the same aggregate consideration, in lieu of the number of Common Shares to which such Holder was theretofore entitled upon such exercise (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the aggregate number of shares, other securities, cash or other property or consideration which such Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, he had it been the registered holder of the number of Common Shares to which such Warrant Shares Holder was theretofore entitled to subscribe for and purchase (without regard to any limitation in Section 2(e) on the exercise of this Warrant); provided however, that no such effective date or record dateCapital Reorganization shall be carried into effect unless all necessary steps shall have been taken to so entitle the Holder. If determined appropriate by the board of directors of the Company, as the case may beacting reasonably and in good faith, and subject to adjustment any necessary prior approval of the Trading Market on which the Common Shares are then listed or quoted for trading, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this 3(c) with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in accordance with provisions the same, this Section 3(c) shall thereafter correspondingly be made applicable as nearly as may reasonably be possiblenecessary in relation to any shares, as those contained in Sections 13(a) through 13(j)other securities, inclusive. No Capital Reorganization shall be completed by cash or other property or consideration thereafter deliverable upon the Company unless the foregoing provisions exercise of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldany Warrant.

Capital Reorganization. If and whenever at any time prior to Expiration Date during the Exercise Period there shall be a reorganization, reclassification or other change redesignation of Common Shares at any time outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities or any other capital reorganization (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification or redesignation of the outstanding Common Shares or a change of the Common Shares into other sharessecurities), or a sale, conveyance or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its the Holder, where he, she or it has not exercised the right to subscribe for of subscription and purchase under this Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately Certificate prior to the effective date or record date, as the case may be, of such Capital Reorganization, shall be entitled to receive, and shall accept upon the exercise of such right for the same aggregate consideration, in lieu of the number of Shares to which such Holder was theretofore entitled upon such exercise, the kind and aggregate number of shares, other securities or other property which such holder would have been entitled to receive as a result of such Capital Reorganization and if, on the effective date thereof, he had it been the registered holder of the number of Shares to which such Warrant Shares on holder was theretofore entitled to subscribe for and purchase; provided however, that no such effective date or record dateCapital Reorganization shall be carried into effect unless all necessary steps shall have been taken by the Corporation to so entitle the Holder. If determined appropriate by the board of directors of the Corporation, as the case may beacting reasonably and in good faith, and subject to adjustment the prior written approval of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading if required by such stock exchange or over-the-counter market, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 5 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in accordance with provisions the same, this Section 5 shall thereafter correspondingly be made applicable as nearly as may reasonably be possiblepossible in relation to any shares, as those contained in Sections 13(a) through 13(j), inclusiveother securities or other property thereafter deliverable upon the exercise of any Warrant. No Capital Reorganization Any such adjustments shall be completed made by and set forth in terms and conditions supplemental hereto approved by the Company unless the foregoing provisions board of this Section 13(r) have been complied with to the satisfaction directors of the Warrantholder Corporation, acting reasonably and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldgood faith.

Capital Reorganization. If and whenever If, at any time prior to Expiration Date after the date hereof and before the Acquisition Closing Date, there shall be is a reorganization, reclassification or other change of Common Shares at any time outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other sharesshares or into other securities), or a sale, conveyance or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation entity, or entity in which if a record date for any of the holders of Common Shares are entitled to receive sharesforegoing events occurs, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder Receiptholder who exercises its right would otherwise be entitled to subscribe for and purchase Warrant receive Common Shares pursuant to the exercise of the Warrant Subscription Receipts then held after the record date or effective date of such Capital Reorganization shall will be entitled to receive, and shall will accept for the same aggregate consideration consideration, in lieu of the number of Warrant Common Shares to which the Warrantholder such Receiptholder was theretofore entitled upon such exerciseotherwise entitled, the aggregate number of shares, units, warrants, other securities or other property, including cash, property which the Warrantholder such Receiptholder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record dateof such Capital Reorganization, as the case may be, of the Capital Reorganization and Receiptholder had it been the registered holder of the number of Common Shares to which such Warrant Shares on Receiptholder was theretofore entitled with respect to the Subscription Receipts. If determined appropriate by the Corporation, acting reasonably, appropriate adjustments will be made as a result of any such effective date or record date, as Capital Reorganization in the case may be, subject application of the provisions set forth in this Article 5 with respect to adjustment the rights and interests thereafter of the Receiptholders to the extent that the provisions set forth in accordance with provisions the same, this Article 5 will thereafter correspondingly be made applicable as nearly as may be possible, as those contained reasonable in Sections 13(a) through 13(j), inclusiverelation to any securities or property thereafter deliverable pursuant to the terms of any Subscription Receipt. No Capital Reorganization shall Any such adjustments will be completed made by and set forth in terms and conditions supplemental hereto approved by the Company unless Corporation, acting reasonably, and, absent manifest error, will for all purposes be conclusively deemed to be the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldappropriate adjustment.

Capital Reorganization. If and whenever at any time prior to Expiration Date there shall be a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement any consolidation or merger of to which the Company with or into any other corporation or other entity (is a party, other than a consolidation, amalgamation, arrangement consolidation or a merger in which the Company is a continuing corporation and which does not result in any reclassification of the outstanding Common Shares of, or change (other than within Section 2F or a change in par value) in, outstanding shares of Common Stock, or any sale or conveyance of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets property of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events event being herein called a “Capital Reorganization”"CAPITAL REORGANIZATION"), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after then, effective upon the effective date of such Capital Reorganization Reorganization, the holder of this Warrant shall be have the right to purchase, upon exercise of this Warrant, the kind and amount of shares of stock and other securities and property (including cash) which such holder would have owned or have been entitled to receive, and shall accept for receive after such Capital Reorganization if this Warrant had been exercised immediately prior to such Capital Reorganization. Notwithstanding anything contained herein to the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercisecontrary, the aggregate number of shares, Company shall not effect any Capital Reorganization unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other propertyproperty upon the exercise of Warrants shall assume, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right by written instrument delivered to acquire Warrant Shares immediately prior to the effective date or record date, as the case may be, of the Capital Reorganization and had it been the registered each holder of Warrants, the obligation to deliver to such Warrant Shares on holder such effective date securities or record dateother property as to which, as the case may be, subject to adjustment thereafter in accordance with provisions the sameforegoing provisions, as nearly as such holder may be possibleentitled, as those contained and such corporation or entity shall have similarly delivered to the holder of this Warrant an opinion of counsel for such corporation or entity, satisfactory to the holder of this Warrant, which opinion shall state that all the outstanding Warrants shall thereafter continue in Sections 13(a) through 13(j), inclusive. No Capital Reorganization full force and effect and shall be completed by enforceable against such corporation or entity in accordance with the Company unless the foregoing terms hereof and thereof, and address such other matters as such holder may reasonably request. The provisions of this Section 13(r) have been complied with shall similarly apply to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldsuccessive Capital Reorganizations.

Capital Reorganization. If and whenever at any time after the date hereof and prior to the Expiration Date there shall be is a reorganization, capital reorganization of the Company or a reclassification or other change of Common in the Preferred Shares outstanding at such time or change of the Common Shares into (other shares or into other securitiesthan a Share Reorganization, a Merger or a consolidation, amalgamation, arrangement capital reorganization otherwise dealt with in Section 21) or a consolidation or merger or amalgamation of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement merger or merger amalgamation which does not result in any reclassification of the outstanding Common Preferred Shares or a change of the Common Preferred Shares into other sharessecurities), or a sale, conveyance or transfer of the undertaking all or assets substantially all of the Company as an entirety or substantially as an entirety Company’s undertaking and assets to another corporation or other entity (other than one or more subsidiaries of the Company) in which the holders of Common Preferred Shares are entitled to receive shares, other securities or property, including cash other property (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after the effective date of such the Capital Reorganization the Holder shall be entitled to receive, and shall accept accept, for the same aggregate consideration consideration, upon exercise of the Warrants, in lieu of the number of Warrant Preferred Shares to which the Warrantholder Holder was theretofore entitled upon such exercisethe exercise of the Wan-ants, the kind and aggregate number of shares, other securities or other property, including cash, property resulting from the Capital Reorganization which the Warrantholder Holder would have received been entitled to receive as a result of such the Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and had it Holder has been the registered holder of such Warrant the number of Preferred Shares on such effective date to which the Holder was theretofore entitled to purchase or record datereceive upon the exercise of the Warrants. If determined appropriate by the Board of Directors, acting in good faith, as a result of any Capital Reorganization, appropriate adjustments shall be made in the case may be, subject application of the provisions of this Warrant with respect to adjustment the rights and interest thereafter in accordance with of the Holder to the end that the provisions the same, of this Warrant shall thereafter correspondingly be made applicable as nearly as may reasonably be possible, as those contained possible in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by relation to any shares or other securities or property thereafter deliverable upon the Company unless the foregoing provisions exercise of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldWarrant.

Capital Reorganization. If and whenever at any time prior to Expiration Date from the date hereof during the Exercise Period there shall be is a reorganization, reclassification or other change of Common Shares outstanding at such time or change reorganization of the Common Shares into other shares or into other securities, Company not otherwise provided for in section 7.3 or a consolidation, amalgamation, arrangement consolidation or merger or amalgamation of the Company with or into another body corporate or other entity including a transaction whereby all or substantially all of the Company's undertaking and assets become the property of any other corporation body corporate, trust, partnership or other entity (other than any such event being a consolidation"Capital Reorganization"), amalgamation, arrangement or merger which does any Special Warrantholder who has not result in any reclassification exercised his Special Warrants prior to the effective date of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are Capital Reorganization will be entitled to receive sharesand will accept, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to upon the exercise of the Warrant his right at any time after the effective date of such the Capital Reorganization shall be entitled to receiveReorganization, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares Securities to which the Warrantholder was theretofore he would have been entitled upon such exerciseexercise of the Special Warrants, the aggregate number of shares, shares or other securities or property of the Company, or the continuing, successor or purchasing body corporate, trust, partnership or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date or record dateentity, as the case may be, under the Capital Reorganization that the holder would have been entitled to receive as a result of the Capital Reorganization and if, on the effective date thereof, he had it been the registered holder of such Warrant Shares on such effective date the number of Securities to which immediately before the transaction he was entitled upon exercise of the Special Warrants; no Capital Reorganization will be carried into effect unless all necessary steps will have been taken so that the holders of Special Warrants will thereafter be entitled to receive the number of shares or record dateother securities or property of the Company, or of the continuing, successor or purchasing body corporate, trust, partnership or other entity, as the case may be, under the Capital Reorganization, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j), inclusivesections 7.2 to 7.8. No Capital Reorganization shall be completed If determined appropriate by the Company unless Trustee to give effect to or to evidence the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to section 7.6, the Company, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such Capital Reorganization, enter into an agreement which confirmation shall not provide, to the extent possible, for the application of the provisions set forth in this Special Warrant Agreement with respect to the rights and interests thereafter of the Special Warrantholders to the end that the provisions set forth in this Special Warrant Agreement shall thereafter correspondingly be unreasonably withheldmade applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Special Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any agreement entered into between the Company and the Trustee pursuant to the provisions of this section 7.6 shall be a supplemental agreement entered into pursuant to the provisions of Article 12 hereof. Any agreement entered into between the Company, any successor to the Company or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Article 7 and which shall apply to successive reclassifications, reorganizations, amalgamations, consolidations, mergers, sales or conveyances.

Capital Reorganization. If and whenever at any time prior to Expiration Date during the Exercise Period there shall be a reorganization, reclassification or other change of Common Shares at any time outstanding at such time or a change or exchange of the Common Shares into other shares or into other securitiessecurities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change or exchange of the Common Shares into other sharessecurities), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its the holder, where he has not exercised the right to subscribe for of subscription and purchase under this Warrant Shares pursuant Certificate prior to the exercise of the Warrant after the effective date or record date, as the case may be, of such Capital Reorganization Reorganization, shall be entitled to receive, and shall accept upon the exercise of such right for the same aggregate consideration consideration, in lieu of the number of Warrant Common Shares to which the Warrantholder such holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder such holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and he had it been the registered holder of the number of Common Shares to which such Warrant Shares on holder was theretofore entitled to subscribe for and purchase; provided however, that no such effective date or record dateCapital Reorganization shall be carried into effect unless all necessary steps shall have been taken to so entitle the holder. If determined appropriate by the board of directors of the Company, as the case may beacting reasonably and in good faith, and subject to adjustment the prior written approval of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions of this Indenture with respect the rights and interest thereafter in accordance with of the Warrantholder to the end that the provisions the same, of this Indenture shall thereafter correspondingly be made applicable as nearly as may reasonably be possible, as those contained possible in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by relation to any shares or other securities or property thereafter deliverable upon the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction exercise of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldWarrants.

Capital Reorganization. If and whenever at any time prior to Expiration Date during the Adjustment Period there shall be a reorganization, reclassification of Shares at any time outstanding or other change of Common Shares outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation Company or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other sharessecurities), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation Company or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization Investor shall be entitled to receive, and shall accept for upon the same aggregate consideration conversion of the Outstanding Amount represented by this Note (the “Conversion Time”), in lieu of the number of Warrant Shares to which the Warrantholder was theretofore Investor is entitled upon such exerciseconversion pursuant to Section 6(a), the aggregate number of sharesShares, other securities or other property, including cash, property which the Warrantholder such Investor would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and Investor had it been the registered holder of the number of Shares to which such Warrant Shares on Investor was theretofore entitled to upon conversion of the Outstanding Amount represented by this Note (assuming, for such effective date or record datepurposes, an Outstanding Amount equal to the Outstanding Amount upon the Conversion Time). If determined appropriate by the board of directors of the Company, acting reasonably and in good faith, appropriate adjustments shall be made as a result of any such Capital Reorganization in the case may be, subject application of the provisions set forth in this Section 7 with respect to adjustment the rights and interests thereafter of the Investor to the end that the provisions set forth in accordance with provisions the same, this Section 7 shall thereafter correspondingly be made applicable as nearly as may reasonably be possiblein relation to any Shares, as those contained in Sections 13(a) through 13(j), inclusiveother securities or other property thereafter deliverable upon conversion of the Outstanding Amount represented by this Note. No Capital Reorganization Any such adjustments shall be completed made by and set forth in terms and conditions supplemental hereto approved by the Company unless the foregoing provisions board of this Section 13(r) have been complied with to the satisfaction directors of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldacting reasonably and in good faith.

Capital Reorganization. (A) If and whenever at any time prior to Expiration Date there shall be is a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into or a capital reorganization of the Company (other shares or into other securities, than a Common Share Reorganization) or a consolidation, amalgamation, arrangement arrangement, binding share exchange or merger of the Company with or into any other corporation Person or other entity (other than a consolidationcombination, amalgamation, arrangement or merger in each case pursuant to which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares are converted into or acquired for cash, securities or other shares)property; or any sale, or a sale, conveyance or transfer other disposition of the undertaking or property and assets of the Company and its Subsidiaries as an entirety or substantially as an entirety to another corporation any other Person (other than a Wholly Owned Subsidiary of the Company) or other entity or a liquidation, dissolution or winding-up of the Company (a “Fundamental Transaction”), then (x) in the event of a Fundamental Transaction in which the holders of Common Shares are entitled to receive sharesconsideration received by the Company Shareholders is exclusively cash, other securities the Company or property, including cash the Successor Entity (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its right to subscribe for and as the case may be) shall purchase this Warrant Shares pursuant to Certificate from the exercise of Holder as promptly as practicable on the Warrant after the effective date of such Capital Reorganization shall be entitled consummation by paying to receivethe Holder cash equal to (I) the amount, and shall accept if any, by which the purchase price per share paid for the same aggregate consideration Common Shares acquired in lieu of the Fundamental Transaction exceeds the Exercise Price, multiplied by (II) the number of Warrant Shares to which the Warrantholder was theretofore entitled that would have been issuable upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares exercise immediately prior to the effective date occurrence of such Fundamental Transaction, and (y) in the event of a Fundamental Transaction in which the consideration received by the Company Shareholders is not exclusively cash, this Warrant Certificate shall remain outstanding in accordance with its terms and, upon any subsequent exercise of this Warrant Certificate, the Holder shall have the right to receive and shall accept, in lieu of each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the kind and amount of cash, the number of shares or record dateother securities or property of the Company or of the Person resulting from such reclassification, capital reorganization, change, consolidation, amalgamation, arrangement, binding share exchange, merger, or to which such sale, transfer, or disposition may be made or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-up, as the case may be, of that the Capital Reorganization and had it Holder would have been the registered holder of such Warrant Shares entitled to receive on such reclassification, capital reorganization, change, consolidation, amalgamation, arrangement, binding share exchange, merger, sale, transfer, disposition, liquidation, dissolution or winding-up, if, on the record date or the effective date or record datethereof, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(jHolder had been the registered holder of one Warrant Share (the “Alternative Consideration”), inclusive. No Capital Reorganization shall be completed by the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheld.

Capital Reorganization. If and whenever at any time prior to Expiration Date during the Exercise Period there shall be a reorganization, reclassification or other change of Common Shares at any time outstanding at such time or a change or exchange of the Common Shares into other shares or into other securitiessecurities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change or exchange of the Common Shares into other sharessecurities), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its the holder, where he has not exercised the right to subscribe for of subscription and purchase under this Warrant Shares pursuant Certificate prior to the exercise of the Warrant after the effective date or record date, as the case may be, of such Capital Reorganization Reorganization, shall be entitled to receive, and shall accept upon the exercise of such right for the same aggregate consideration consideration, in lieu of the number of Warrant Common Shares to which the Warrantholder such holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder such holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and he had it been the registered holder of the number of Common Shares to which such Warrant Shares on holder was theretofore entitled to subscribe for and purchase; provided however, that no such effective date or record dateCapital Reorganization shall be carried into effect unless all necessary steps shall have been taken to so entitle the holder. If determined appropriate by the board of directors of the Company, as the case may beacting reasonably and in good faith, and subject to adjustment the prior written approval of the principal Canadian stock exchange or over- the-counter market on which the Common Shares are then listed or quoted for trading, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions of this Indenture with respect the rights and interest thereafter in accordance with of the Warrantholder to the end that the provisions the same, of this Indenture shall thereafter correspondingly be made applicable as nearly as may reasonably be possible, as those contained possible in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by relation to any shares or other securities or property thereafter deliverable upon the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction exercise of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldWarrants.

Capital Reorganization. If and whenever at any time prior to Expiration Date during the Adjustment Period there shall be a reorganization, reclassification of Shares at any time outstanding or other change of Common Shares outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation company or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other sharessecurities), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation company or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its the Holder, where he has not exercised the right to subscribe for of subscription and purchase under this Warrant Shares pursuant Certificate prior to the exercise of the Warrant after the effective date or record date, as the case may be, of such Capital Reorganization Reorganization, shall be entitled to receive, and shall accept upon the exercise of such right for the same aggregate consideration consideration, in lieu of the number of Warrant Shares to which the Warrantholder such Holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder such Holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and Holder had it been the registered holder of the number of Shares to which such Warrant Shares on Holder was theretofore entitled to subscribe for and purchase. If determined appropriate by the board of directors of the Company, with the approval of the Holder, both acting reasonably and in good faith, appropriate adjustments shall be made as a result of any such effective date or record date, as Capital Reorganization in the case may be, subject application of the provisions set forth in this Section 6 with respect to adjustment the rights and interests thereafter of the Holder to the end that the provisions set forth in accordance with provisions the same, this Section 6 shall thereafter correspondingly be made applicable as nearly as may reasonably be possiblein relation to any shares, as those contained in Sections 13(a) through 13(j), inclusiveother securities or other property thereafter deliverable upon the exercise of any Warrant. No Capital Reorganization Any such adjustments shall be completed made by and set forth in terms and conditions supplemental hereto approved by the Company unless the foregoing provisions board of this Section 13(r) have been complied with to the satisfaction directors of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldacting reasonably and in good faith.

Capital Reorganization. If and whenever at any time prior to Expiration Date during the Adjustment Period there shall be a reorganization, reclassification of Shares at any time outstanding or other change of Common Shares outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation Company or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other sharessecurities), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation Company or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization Investor shall be entitled to receive, and shall accept for upon the same aggregate consideration conversion of the Outstanding Amount represented by this Note (the “Conversion Time”), in lieu of the number of Warrant Shares to which the Warrantholder was theretofore Investor is entitled upon such exerciseconversion pursuant to Section 6(a), the aggregate number of sharesShares, other securities or other property, including cash, property which the Warrantholder such Investor would have received been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Investor had been the registered holder of the number of Shares to which such Investor was theretofore entitled to upon conversion of the Outstanding Amount represented by this Note (assuming, for such purposes, an Outstanding Amount equal to the Outstanding Amount upon the Conversion Time). If determined appropriate by the board of directors of the Company, acting reasonably and in good faith, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 7 with respect to the rights and interests thereafter of the Investor to the end that the provisions set forth in this Section 7 shall thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any Shares, other securities or other property thereafter deliverable upon conversion of the Outstanding Amount represented by this Note. Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by the board of directors of the Company, acting reasonably and in good faith. If and whenever at any time during the Adjustment Period, the Company takes any action affecting its Shares to which the foregoing provisions of this Section 7, in the opinion of the board of directors of the Company, acting reasonably and in good faith, are not strictly applicable, or if strictly applicable would not fairly adjust the rights of the Investor against dilution in accordance with the intent and purposes thereof, or would otherwise materially affect the rights of the Investor hereunder, then the Company shall, subject to any requisite regulatory approval, execute and deliver to the Investor an amendment hereto providing for an adjustment in the application of such provisions so as to adjust such rights as aforesaid in such a manner as the board of directors of the Company may determine to be equitable in the circumstances, acting reasonably and in good faith. For the avoidance of doubt, no events or transactions contemplated by the Transaction Agreement shall be considered a Share Reorganization, a Special Distribution or a Capital Reorganization that would give effect to an adjustments pursuant to this Section 7(a) to the Conversion Price and/or to the number of Shares issuable upon the conversion of the Outstanding Amount represented by this Note. The following rules and procedures shall be applicable to the adjustments made pursuant to Section 7(a): The adjustments provided for in Section 7(a) are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest one-tenth of one cent and shall be made successively whenever an event referred to therein shall occur, subject to the following paragraphs of this Section 7(b). No adjustment in the Conversion Price or in the number of Shares issuable upon the conversion of the Outstanding Amount represented by this Note shall be made in respect of any event described in Section 7(a), other than the events referred to in Section 7(a)(i), if the Investor is entitled to participate in such event on the same terms, mutatis mutandis, as if it exercised its had converted the Outstanding Amount prior to or on the effective date or record date of such event. For greater certainty the right to acquire Warrant participate in a financing through the exercise of a pre-emptive right or otherwise, shall not be considered the right to participate in such event as outlined in the preceding sentence. For greater certainty, no adjustment in the Conversion Price shall be made pursuant to Section 7(a) in respect of the issue from time to time: of Shares issued upon conversion of the Outstanding Amount represented by this Note or other Subscription Agreement Notes; of dividends paid in the ordinary course of Shares to holders of Shares who exercise an option or election to receive substantially equivalent dividends in Shares in lieu of receiving a cash dividend pursuant to a dividend reinvestment plan or similar plan adopted by the Company in accordance with applicable securities laws; or of Shares pursuant to any option, share option plan, share purchase plan or other benefit plan in force at the date hereof for directors, officers, employees, advisers or consultants of the Company, as such option or plan is amended or superseded from time to time in accordance with applicable securities laws, and such other benefit plans as may be adopted by the Company in accordance with applicable securities laws; and any such issue shall be deemed not to be a Share Reorganization or Capital Reorganization. If the Company shall set a record date to determine the holders of the Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Conversion Price or the number of Shares issuable upon the conversion of the Outstanding Amount represented by this Note shall be required by reason of the setting of such record date. As a condition precedent to the taking of any action which would require any adjustment in the conversion rights pursuant to this Note, including the Conversion Price, the Company shall take any corporate action which may be necessary in order that the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Shares or other securities which the holder of such Note is entitled to receive on the full conversion thereof in accordance with the provisions hereof. In the absence of a resolution of the board of directors of the Company fixing a record date for a Special Distribution, the Company shall be deemed to have fixed as the record date therefor the date on which such distribution is effected. Any question that at any time or from time to time arises with respect to the amount of any adjustment to the Conversion Price or other adjustments pursuant to Section 7(a) shall be conclusively determined by the board of directors of the Company and shall be binding upon the Company and the Investor. In the event that any such determination is made, the Company shall notify the Investor in the manner contemplated in Section 17 describing such determination. On the happening of each and every such event set out in Section 7(a), the applicable provisions of this Note, including the Conversion Price, shall, ipso facto, be deemed to be amended accordingly and the Company shall take all necessary action so as to comply with such provisions as so amended. In any case in which Section 7(a) shall require that an adjustment shall be effective immediately after a record date for an event referred to herein, the Company may defer, until the occurrence of such an event: upon the delivery of an Optional Conversion Notice after such record date and before the occurrence of such event, the additional Shares issuable upon such conversion by reason of the adjustment required by such event, and delivering to such holder any distributions declared with respect to such additional Shares after such record date and before such event; provided, however, that the Company shall deliver or cause to be delivered to such Investor, an appropriate instrument evidencing such Investor’s right, upon the occurrence of the event requiring the adjustment, to an adjustment in the Conversion Price and to such distributions declared with respect to any additional Shares issuable on the conversion of the Outstanding Amount represented by this Note. At least five (5) Business Days prior to the effective date or record date, as the case may be, of any event which requires or might require adjustment in conversion rights pursuant to this Note, including the Capital Reorganization Conversion Price and had it been the registered holder number of Shares issuable upon the conversion of the Outstanding Amount represented by this Note, the Company shall notify the Investor of the particulars of such Warrant event and, if determinable, the required adjustment and the computation of such adjustment. In case any adjustment for which such notice has been given is not then determinable, the Company shall promptly after such adjustment is determinable notify the Investor of the adjustment and the computation of such adjustment. Any adjustment to the Conversion Price pursuant to Section 7(a)(i) and to the number of Shares on such effective date or record date, as issuable upon conversion in the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in cases of Sections 13(a7(a)(ii) through 13(j), inclusive. No Capital Reorganization and 7(a)(iii) shall be completed by the Company unless the foregoing provisions of this Section 13(r) have been complied with applied consistently to the satisfaction of the Warrantholder all Subscription Agreement Notes and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldfor all Note Investors.

Capital Reorganization. If and whenever at any time prior to Expiration Date during the Adjustment Period there shall be a reorganization, reclassification of Shares at any time outstanding or other change of Common Shares outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation company or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other sharessecurities), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation company or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its the Holder, where he has not exercised the right to subscribe for of subscription and purchase under this Additional Warrant Shares pursuant Certificate prior to the exercise of the Warrant after the effective date or record date, as the case may be, of such Capital Reorganization Reorganization, shall be entitled to receive, and shall accept upon the exercise of such right for the same aggregate consideration consideration, in lieu of the number of Warrant Shares to which the Warrantholder such Holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder such Holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and Holder had it been the registered holder of the number of Shares to which such Warrant Shares on Holder was theretofore entitled to subscribe for and purchase. If determined appropriate by the board of directors of the Company, with the approval of the Holder, both acting reasonably and in good faith, appropriate adjustments shall be made as a result of any such effective date or record date, as Capital Reorganization in the case may be, subject application of the provisions set forth in this Section 6 with respect to adjustment the rights and interests thereafter of the Holder to the end that the provisions set forth in accordance with provisions the same, this Section 6 shall thereafter correspondingly be made applicable as nearly as may reasonably be possiblein relation to any shares, as those contained in Sections 13(a) through 13(j), inclusiveother securities or other property thereafter deliverable upon the exercise of any Warrant. No Capital Reorganization Any such adjustments shall be completed made by and set forth in terms and conditions supplemental hereto approved by the Company unless the foregoing provisions board of this Section 13(r) have been complied with to the satisfaction directors of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldacting reasonably and in good faith.

Capital Reorganization. If and whenever at any time prior to Expiration Date after the date of issuance of this Warrant there shall be a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement any consolidation or merger of to which the Company with or into any other corporation or other entity (is a party, other than a consolidation, amalgamation, arrangement consolidation or a merger in which the Company is a continuing corporation and which does not result in any reclassification of the outstanding of, or change (other than a Common Shares Stock Reorganization or a change in par value) in, outstanding shares of Common Stock, or any sale or conveyance of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets property of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events event being herein called a “Capital Reorganization”"CAPITAL REORGANIZATION"), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after then, effective upon the effective date of such Capital Reorganization Reorganization, the Holder shall be have the right to purchase, upon exercise of this Warrant, the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have owned or have been entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of receive after such Capital Reorganization if this Warrant had it been exercised its right to acquire Warrant Shares immediately prior to such Capital Reorganization, assuming such holder (i) is not a person with which the effective date Company consolidated or record dateinto which the Company merged or which merged into the Company or to which such sale or conveyance was made, as the case may bebe ("CONSTITUENT PERSON"), or an Affiliate of a constituent person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Capital Reorganization (provided that if the kind or amount of securities, cash or other property receivable upon such Capital Reorganization is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or conveyance by other than a constituent person or an Affiliate thereof and had it in respect of which such rights of election shall not have been the registered holder of such Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(jexercised ("NON-ELECTING SHARE"), inclusive. No then for the purposes of this Section the kind and amount of shares of stock and other securities or other property (including cash) receivable upon such Capital Reorganization shall be completed by the Company unless the foregoing provisions of this Section 13(r) have been complied with deemed to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheld.the

Capital Reorganization. If and whenever at Without limiting any time prior to Expiration Date there shall be a of the other provisions hereof, if any (i) capital reorganization; (ii) reclassification of the capital stock of the Company; (iii) merger, reclassification consolidation or reorganization or other change similar transaction or series of Common Shares outstanding at such time or change of related transactions which results in the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement or merger voting securities of the Company with outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification voting securities of the outstanding Common Shares surviving or a change acquiring entity) less than 50% of the Common Shares into other shares)combined voting power of the voting securities of or economic interests in the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or a reorganization; (iv) sale, lease, license, transfer, conveyance or transfer other disposition of all or substantially all of the undertaking or assets of the Company Company; (v) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 50% of the voting power of the voting securities of or economic interests in the Company; or (vi) “person” (together with his, her or its Affiliates) or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) acquires, directly or indirectly, the beneficial ownership (as an entirety such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding shares of capital stock and/or other equity securities of the Company, in a single transaction or substantially as an entirety to another series of related transactions (including, without limitation, one or more tender offers or exchange offers), representing at least 50% of the voting power of or economic interests in the then outstanding shares of capital stock of the corporation or entity in which the holders shall be effected (each of Common Shares are entitled to receive sharesclauses (i)-(vi) above, other securities or property, including cash (any of such events being herein called a “Capital Corporate Reorganization”), any Warrantholder who exercises then the Company shall use its best efforts to ensure that lawful and adequate provision shall be made whereby each Warrant Holder shall thereafter continue to have the right to subscribe for purchase and purchase Warrant Shares pursuant to receive upon the exercise of the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, terms and shall accept for the same aggregate consideration conditions herein specified and in lieu of the number of Warrant Shares to which issuable upon exercise of the Warrantholder was theretofore entitled upon Warrants held by such exerciseWarrant Holder, shares of stock in the aggregate number of shares, other securities surviving or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date or record dateacquiring entity (“Acquirer”), as the case may be, such that the aggregate value of the Capital Reorganization and had it been Warrant Holder’s warrants to purchase such number of shares, where the registered holder value of each new warrant to purchase one share in the Acquirer is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (A) hereto, is equivalent to the aggregate value of the Warrants held by such Warrant Shares on such effective Holder, where the value of each Warrant to purchase one share in the Company is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (B) hereto. Furthermore, the new warrants to purchase shares in the Acquirer referred to herein shall have the same expiration date as the Warrants, and shall have a strike price, KAcq, that is calculated in accordance with Appendix (A) hereto. For the avoidance of doubt, if the surviving or record dateacquiring entity, as the case may be, subject is a member of a consolidated group for financial reporting purposes, the “Acquirer” shall be deemed to be the parent of such consolidated group for purposes of this Section 4(d) and Appendix (A) hereto. Moreover, appropriate provision shall be made with respect to the rights and interests of each Warrant Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock thereafter deliverable upon the exercise thereof. The Company shall not effect any such Corporate Reorganization unless prior to or simultaneously with the consummation thereof the successor corporation resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume by written instrument, reasonably deemed by the Board of Directors of the Company and the Requisite Holders to be satisfactory in form and substance, the obligation to deliver to the holder of the Warrants, at the last address of such holder appearing on the books of the Company, such shares of stock, as, in accordance with provisions the sameforegoing provisions, as nearly as such holder may be possibleentitled to purchase, as those contained in Sections 13(a) through 13(j), inclusiveand the other obligations under these Warrants. No Capital Reorganization shall be completed by the Company unless the foregoing The provisions of this Section 13(r4(d) have been complied with shall similarly apply to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to successive Corporate Reorganizations. If the Company, which confirmation in spite of using its best efforts, is unable to cause these Warrants to continue in full force and effect until the Expiration Date in connection with any Corporate Reorganization, then the Company shall not pay the Warrant Holders an amount per Warrant to purchase one share in the Company that is calculated in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (B) hereto. Such payment shall be unreasonably withheldmade in cash in the event that the Corporate Reorganization results in the Company or the shareholders of the Company receiving cash from the Acquirer at the closing of the transaction, and shall be made in shares of the Company (with the value of each share in the Company is determined according to SCorp in Appendix (B) hereto) for all other Corporate Reorganizations. In the event that a Corporate Reorganization involves the payment of cash as well as other securities, such payment to the Warrant Holders shall be also be made in both cash and shares in the same proportion as the cash and non-cash portions of the considerations.

Capital Reorganization. If and whenever at any time prior to Expiration Date after the date of issuance of this Warrant there shall be a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement any consolidation or merger of to which the Company with or into any other corporation or other entity (is a party, other than a consolidation, amalgamation, arrangement consolidation or a merger in which the Company is a continuing corporation and which does not result in any reclassification of the outstanding of, or change (other than a Common Shares Stock Reorganization or a change in par value), in, outstanding shares of Common Stock, or any sale or conveyance of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets property of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events event being herein called a “"Capital Reorganization”"), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after then, effective upon the effective date of such Capital Reorganization Reorganization, the Holder shall be have the right to purchase, upon exercise of this Warrant, the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have owned or have been entitled to receivereceive after such Capital Reorganization if this Warrant had been exercised immediately prior to such Capital Reorganization, assuming such holder (i) is not a person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or conveyance was made, as the case may be ("constituent person"), or an Affiliate of a constituent person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Capital Reorganization (provided that if the kind or amount of securities, cash or other property receivable upon such Capital Reorganization is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or conveyance by other than a constituent person or an Affiliate thereof and in respect of which such rights of election shall accept not have been exercised ("non-electing share"), then for the same aggregate consideration in lieu purposes of this Section the number kind and amount of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number shares of shares, stock and other securities or other property, property (including cash, which the Warrantholder would have received as a result of ) receivable upon such Capital Reorganization had it exercised its right shall be deemed to acquire Warrant Shares immediately prior be the kind and amount so receivable per share by a plurality of the non-electing shares). As a condition to effecting any Capital Reorganization, the effective date Company or record datethe successor or surviving corporation, as the case may be, of shall execute and deliver to each Warrantholder and to the Capital Reorganization and had it been Warrant Agency an agreement as to the registered holder of such Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter Warrantholder's rights in accordance with provisions the samethis Section 4.5, providing for subsequent adjustments as nearly equivalent as may be possible, as those contained practicable to the adjustments provided for in Sections 13(a) through 13(j), inclusivethis Article IV. No Capital Reorganization shall be completed by the Company unless the foregoing The provisions of this Section 13(r) have been complied with 4.5 shall similarly apply to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldsuccessive Capital Reorganizations.

Capital Reorganization. If and whenever at Without limiting any time prior to Expiration Date there shall be a of the other provisions hereof, if any (i) capital reorganization; (ii) reclassification of the capital stock of the Company; (iii) merger, reclassification consolidation or reorganization or other change similar transaction or series of Common Shares outstanding at such time or change of related transactions which results in the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement or merger voting securities of the Company with outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification voting securities of the outstanding Common Shares surviving or a change acquiring entity) less than 50% of the Common Shares into other shares)combined voting power of the voting securities of or economic interests in the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or a reorganization; (iv) sale, lease, license, transfer, conveyance or transfer other disposition of all or substantially all of the undertaking or assets of the Company Company; (v) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 50% of the voting power of the voting securities of or economic interests in the Company; or (vi) the acquisition by any “person” (together with his her or its Affiliates) or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) acquires, directly or indirectly, the beneficial ownership (as an entirety such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding shares of capital stock and for other equity securities of the Company, in a single transaction or substantially as an entirety to another series of related transactions (including, without limitation, one or more tender offers or exchange offers), representing at least 50% of the voting power of or economic interests in the then outstanding shares of capital stock of the corporation or entity in which the holders (each of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called i)-(vi) above a “Capital Corporate Reorganization”)) shall be effected, any Warrantholder who exercises its then each Warrant Holder shall thereafter continue to have the right to subscribe for purchase and purchase receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares pursuant to the issuable upon exercise of the Warrants held by such Warrant after Holder, the effective date kind and amount of consideration that would have been payable in respect of such Capital Reorganization Warrant Shares if such Warrant Shares had been outstanding immediately prior to the consummation of the Corporate Reorganization; provided that if such consideration is cash, the Warrant shall be entitled to receiveautomatically exercised upon the closing of such Corporate Reorganization, and the Warrant Holder shall accept for receive from the same aggregate Company (or its successor) an amount in cash equal to (i) the consideration payable in lieu respect of the number of Warrant Shares as to which this Warrant is being automatically exercised minus (ii) the Warrantholder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date or record date, as the case may be, of the Capital Reorganization and had it been the registered holder of such Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldExercise Amount.

Capital Reorganization. If and whenever at Without limiting any time prior to Expiration Date there shall be a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securitiesprovisions hereof, or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital if Corporate Reorganization shall be entitled effected, then the Company shall use its best efforts to receive, ensure that lawful and adequate provision shall accept for be made whereby each Warrant Holder shall thereafter continue to have the same aggregate consideration right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the number of Warrant Shares to which issuable upon exercise of the Warrantholder was theretofore entitled upon Warrants held by such exerciseWarrant Holder, shares of the aggregate number of shares, other securities surviving or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date or record dateacquiring entity (“Acquirer”), as the case may be, such that the aggregate value of the Capital Reorganization and had it been Warrant Holder’s warrants to purchase such number of shares, [where the registered holder value of such Warrant Shares on such effective date or record date, as each new warrant to purchase one share in the case may be, subject to adjustment thereafter Acquirer is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (A) hereto, is equivalent to the aggregate value of the Warrants held by such Warrant Holder, where the value of each Warrant to purchase one share in the Company is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (B) hereto. Furthermore, the new warrants to purchase shares in the Acquirer referred to herein shall have the same expiration date as the Warrants, and shall have a strike price, KAcq, that is calculated in accordance with Appendix (A) hereto. Appropriate provision shall be made with respect to the rights and interests of each Warrant Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the sameWarrant Price) shall thereafter be applicable, as nearly equivalent as may be possible, as those contained practicable in Sections 13(a) through 13(j), inclusiverelation to any shares of stock thereafter deliverable upon the exercise thereof. No Capital Reorganization shall be completed by the Company unless the foregoing The provisions of this Section 13(r4(c) have been complied with shall similarly apply to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to successive Corporate Reorganizations. If the Company, which confirmation in spite of using its best efforts, is unable to cause these Warrants to continue in full force and effect until the Expiration Date in connection with any Corporate Reorganization, then the Company shall not pay the Warrant Holders an amount per Warrant to purchase one share in the Company that is calculated in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (B) hereto. Such payment shall be unreasonably withheldmade in cash in the event that the Corporate Reorganization results in the shareholders of the Company receiving cash from the Acquirer at the closing of the transaction, and shall be made in shares of the Company (with the value of each share in the Company is determined according to SCorp in Appendix (B) hereto) in the event that the Corporate Reorganization results in the shareholders of the Company receiving shares in the Acquirer or other entity at the closing of the transaction. In the event that the shareholders of the Company receive both cash and shares at the closing of the transaction, such payment to the Warrant Holders shall be also be made in both cash and shares in the same proportion as the consideration received by the shareholders.

Capital Reorganization. If and whenever at In case of any time prior to Expiration Date there shall be a reorganizationcapital reorganization of the Company, or of any reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into Stock (other shares or into other securitiesthan a reclassification of the Common Stock referred to in subsection (a) of this Section 4), or a consolidation, amalgamation, arrangement or merger in the case of the consolidation of the Company with or the merger of the Company into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger Company which does not result in any a change of control, each Warrant shall after such capital reorganization, reclassification of the outstanding Common Shares Stock, consolidation or a change merger be exercisable, upon the terms and conditions specified in this Agreement, for the number of the Common Shares into shares of stock or other shares)securities, assets, or cash to which a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu holder of the number of shares of Common Stock purchasable (at the time of such capital reorganization, reclassification of shares, consolidation or merger) upon exercise of such Warrant Shares to which the Warrantholder was theretofore would have been entitled upon such exercisecapital reorganization, reclassification of the Common Stock, consolidation or merger; and in any such case, if necessary, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior provisions set forth in this Section 4 with respect to the effective date or record date, as the case may be, rights and interests thereafter of the Capital Reorganization and had it been holders of the registered holder of such Warrant Shares on such effective date or record date, Warrants shall be appropriately adjusted so as the case may be, subject to adjustment thereafter in accordance with provisions the samebe applicable, as nearly as may be possiblereasonably be, as those contained in Sections 13(a) through 13(j)to any shares of stock or other securities, inclusive. No Capital Reorganization shall be completed by assets, or cash thereafter deliverable upon the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction exercise of the Warrantholder and Warrants. The subdivision or combination of the Warrantholder has confirmed the same in writing to the Company, which confirmation Common Stock at any time outstanding into a greater or lesser number of shares shall not be unreasonably withhelddeemed to be a reclassification of the Common Stock for the purposes of this paragraph. The Company shall not effect any such consolidation or merger unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing or receiving such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrant holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase, and to perform the other obligations of the Company under this Warrant Agreement.

Capital Reorganization. If and whenever at any time prior to Expiration Date after the date hereof and before the Time of Exercise there shall be is a reorganization, reclassification or other change of Common Shares at any time outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other sharesshares or securities), or a sale, conveyance or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation entity, or entity in which a record date for any of the holders of Common Shares are entitled to receive sharesforegoing events occurs, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who the Subscriber exercises its right Special Warrants to subscribe for and purchase Warrant acquire Common Shares pursuant to the exercise of the Warrant Special Warrants then held after the record date or effective date of such Capital Reorganization shall will be entitled to receive, and shall will accept for the same aggregate consideration in lieu of the number of Warrant Common Shares to which the Warrantholder Subscriber was theretofore entitled upon such exercise, the aggregate number of shares, warrants, other securities or other property, including cash, property which the Warrantholder Subscriber would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record dateof such Capital Reorganization, as the case may be, of the Capital Reorganization and Subscriber had it been the registered holder of the number of Common Shares to which such holder was theretofore entitled upon exercise of the Special Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j)4.02 and 4.03 hereof, inclusive. No provided however, that no such Capital Reorganization shall will be completed carried into effect unless all necessary steps have been taken to so entitle the Subscriber. If determined appropriate by the Company unless Corporation, acting reasonably, appropriate adjustments will be made as a result of any such Capital Reorganization in the foregoing application of the provisions of set forth in this Section 13(r) have been complied Article 4 with respect to the satisfaction rights and interests thereafter of the Warrantholder and the Warrantholder has confirmed the same in writing Subscriber to the Companyend that the provisions set forth in this Article 4 will thereafter correspondingly be made applicable as nearly as may be reasonable in relation to any shares, which confirmation shall not warrants, other securities or other property thereafter deliverable upon the exercise of any Special Warrant. Any such adjustments will be unreasonably withheldmade by and set forth in terms and conditions supplemental hereto approved by the Corporation, acting reasonably and absent manifest error, will for all purposes be conclusively deemed to be the appropriate adjustment.

Capital Reorganization. If and whenever at any time prior to Expiration Date during the Exercise Period there shall be a reorganization, reclassification or other change redesignation of Common Shares at any time outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Common Share Reorganization), or a consolidation, amalgamation, take-over bid, compulsory acquisition, plan of arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement, take-over bid, compulsory acquisition, plan of arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), a change, exchange or conversion of the Common Shares into or for other shares or securities or property, or a saletransfer, sale or conveyance or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash other property (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its his or her right to subscribe for and purchase Warrant Common Shares pursuant to the exercise of the Warrant Warrant(s) then held after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Common Shares to which the Warrantholder such holder was theretofore entitled upon such exercise, exercise the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder such holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and Warrantholder had it been the registered holder of the number of Common Shares to which such holder was theretofore entitled upon exercise of the Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j)5.2 and 5.3 hereof. If determined appropriate by the Corporation, inclusive. No acting reasonably, and subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading, appropriate adjustments to the exercise price and/or the number of Common Shares issuable on exercise shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Article 5 with respect to the rights and interests thereafter of Warrantholders to the end that the provisions set forth in this Article 5 shall thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall be completed made by and set forth in terms and conditions supplemental hereto approved by action by the Company unless directors and by the foregoing provisions of this Section 13(r) have been complied with Warrant Agent, acting reasonably, and shall for all purposes be conclusively deemed to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldappropriate adjustments.

Capital Reorganization. If and whenever at any time after the date hereof and prior to Expiration the Maturity Date there shall be is a reorganization, reclassification or other change of the Common Shares outstanding at such any time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company Borrower with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company Borrower as an entirety or substantially as an entirety to another corporation or other entity (in which the holders of Common Shares are entitled to receive sharesthis Article 5, other securities or property, including cash (any of such events being herein called events, a “"Capital Reorganization”"), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares the Administrative Agent , upon exercising the conversion privilege pursuant to the exercise of the Warrant Section 5.2 after the effective date of such Capital Reorganization Reorganization, shall be entitled to receive, and shall accept for the same aggregate consideration receive in lieu of the number of Warrant Common Shares to which the Warrantholder Administrative Agent (on behalf of the Finance Parties) was theretofore entitled upon such exerciseconversion, the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder Administrative Agent (on behalf of the Finance Parties) would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date thereof, the Administrative Agent or record dateits nominees and assignees, as the case may beapplicable, of the Capital Reorganization and had it been the registered holder of the number of Common Shares to which the Administrative Agent was theretofore entitled upon conversion of the outstanding Principal Amount, any interest and any Fees. If determined appropriate by action of the directors of the Borrower, appropriate adjustments shall be made as a result of any such Warrant Shares on such effective date or record date, as Capital Reorganization in the case may be, subject application of the provisions set forth in this Section 5.3 with respect to adjustment the rights and interests thereafter of the Administrative Agent to the end that the provisions set forth in accordance with provisions the same, this Section 5.3 shall thereafter correspondingly be made applicable as nearly as may reasonably be possiblepracticable in relation to any shares, as those contained in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by other securities or other property thereafter deliverable upon the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction exercise of the Warrantholder conversion privilege. Any such adjustment must be made by and set forth in an amendment to this Agreement approved by action of the Warrantholder has confirmed directors of the same in writing Borrower and shall for all purposes be conclusively deemed to the Company, which confirmation shall not be unreasonably withheldan appropriate adjustment.

Capital Reorganization. If and whenever at any time prior to Expiration Date there shall be a reorganization, reclassification any consolidation or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement or ---------------------- merger of to which the Company with or into any other corporation or other entity (is a party, other than a consolidation, amalgamation, arrangement consolidation or a merger in which the Company is a continuing corporation and which does not result in any reclassification of the outstanding of, or change (other than a Common Shares Stock Reorganization or a change in par value) in, outstanding shares of Common Stock, or any sale or conveyance of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets property of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events event being herein called a “"Capital Reorganization”"), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after then, ---------------------- effective upon the effective date of such Capital Reorganization Reorganization, the Holder shall be have the right to purchase, upon exercise of this Warrant, the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have owned or have been entitled to receivereceive after such Capital Reorganization if this Warrant had been exercised immediately prior to such Capital Reorganization, assuming such Holder (a) is not a person with which the Company or to which such sale or conveyance was made, as the case may be ("constituent person"), or an Affiliate of a constituent person and (b) failed ----------- ------ to exercise any rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Capital Reorganization (provided that if the kind or amount of securities, cash or other property receivable upon such Capital Reorganization is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or conveyance by other than a constituent person or an Affiliate thereof and in respect of which such rights of election shall accept not have been exercised ("non-electing share"), then for the same aggregate consideration in lieu purpose of this Section the number kind and ------------------ amount of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number shares of shares, stock and other securities or other property, property (including cash, which the Warrantholder would have received as a result of ) receivable upon such Capital Reorganization had it exercised its right shall be deemed to acquire Warrant Shares immediately prior be the kind and amount so receivable per share by a plurality of the non-electing shares). As a condition to effecting any Capital Reorganization, the effective date Company or record datethe successor or surviving corporation, as the case may be, of the Capital Reorganization shall execute and had it been the registered holder of deliver to each Holder an agreement as to such Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter Holder's rights in accordance with provisions the samethis Section 3.4, providing for subsequent adjustments as nearly equivalent as may be possible, as those contained practicable to the adjustment provided for in Sections 13(a) through 13(j), inclusivethis Section 3. No Capital Reorganization shall be completed by the Company unless the foregoing The provisions of this Section 13(r) have been complied with 3.4 shall similarly apply to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldsuccessive Capital Reorganizations.

Capital Reorganization. If and whenever at any time prior to Expiration Date after the date hereof there shall be is a reorganization, reclassification or other change of the Common Shares outstanding at such any time or change of the Common Shares into other shares or into other securitiessecurities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement amalgamation or merger of the Company Borrower with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement amalgamation or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company Borrower as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares the Lender, upon exercising the conversion privilege pursuant to the exercise of the Warrant section 8.1 and 8.2 hereof, after the effective date of such Capital Reorganization shall Reorganization, will be entitled to receive, and shall accept for the same aggregate consideration receive in lieu of the number of Warrant Common Shares to which the Warrantholder such Lender was theretofore entitled upon such exerciseconversion, the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder such Lender would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and Lender had it been the registered holder of the number of Common Shares to which such Warrant Shares on Lender was theretofore entitled upon conversion of this Agreement. If determined appropriate by action of the directors of the Borrower, appropriate adjustments will be made as a result of any such effective date or record date, as Capital Reorganization in the case may be, subject application of the provisions set forth in this ARTICLE 8 with respect to adjustment the rights and interests thereafter of the Lender to the end that the provisions set forth in accordance with provisions the same, this ARTICLE 8 will thereafter correspondingly be made applicable as nearly as may reasonably be possiblein relation to any shares, as those contained other securities or other property thereafter deliverable upon the exercise of the conversion privilege. Any such adjustment must be made by and set forth in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed an amendment to this Agreement approved by action by the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction directors of the Warrantholder Borrower and the Warrantholder has confirmed the same in writing will for all purposes be conclusively deemed to the Company, which confirmation shall not be unreasonably withheldan appropriate adjustment.

Capital Reorganization. If and whenever at any time prior to Expiration Date during the Exercise Period there shall be a reorganization, reclassification of Shares at any time outstanding or other change of Common Shares outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other sharessecurities), or a sale, conveyance or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its the Holder, where he has not exercised the right to subscribe for of subscription and purchase under this Warrant Shares pursuant Certificate prior to the exercise of the Warrant after the effective date or record date, as the case may be, of such Capital Reorganization Reorganization, shall be entitled to receive, and shall accept upon the exercise of such right for the same aggregate consideration consideration, in lieu of the number of Warrant Shares to which the Warrantholder such holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder such holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and he had it been the registered holder of the number of Shares to which such Warrant Shares on holder was theretofore entitled to subscribe for and purchase; provided however, that no such effective date or record dateCapital Reorganization shall be carried into effect unless all necessary steps shall have been taken to so entitle the Holder. If determined appropriate by the board of directors of the Corporation, as the case may beacting reasonably and in good faith, and subject to adjustment the prior written approval of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 5 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in accordance with provisions the same, this Section 5 shall thereafter correspondingly be made applicable as nearly as may reasonably be possiblenecessary in relation to any shares, as those contained in Sections 13(a) through 13(j), inclusiveother securities or other property thereafter deliverable upon the exercise of any Warrant. No Capital Reorganization Any such adjustments shall be completed made by and set forth in terms and conditions supplemental hereto approved by the Company unless the foregoing provisions board of this Section 13(r) have been complied with to the satisfaction directors of the Warrantholder Corporation, acting reasonably and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldgood faith.

Capital Reorganization. If and whenever at any time prior to Expiration the Maturity Date there shall be a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement or merger of the Company or the Parent with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company or the Parent as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder the Holder who exercises its right to subscribe for and purchase Warrant Underlying Shares pursuant to the exercise conversion of the Warrant this Debenture after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Underlying Shares to which the Warrantholder Holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder Holder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Underlying Shares immediately prior to the effective date or record date, as the case may be, of the Capital Reorganization and had it been the registered holder of such Warrant Underlying Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j), inclusiveSection 7 hereof. No Capital Reorganization shall be completed by the Company or the Parent unless the foregoing provisions of this Section 13(r) 7 have been complied with to the satisfaction of the Warrantholder Holder and the Warrantholder Holder has confirmed the same in writing to the CompanyCompany and the Parent, which confirmation shall not be unreasonably withheld.

Capital Reorganization. If and whenever at Without limiting any time prior to Expiration Date there shall be a of the other provisions hereof, if any (i) capital reorganization; (ii) reclassification of the capital stock of the Company; (iii) merger, reclassification consolidation or reorganization or other change similar transaction or series of Common Shares outstanding at such time or change of related transactions which results in the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement or merger voting securities of the Company with outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification voting securities of the outstanding Common Shares surviving or a change acquiring entity) less than 50% of the Common Shares into other shares)combined voting power of the voting securities of or economic interests in the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or a reorganization; (iv) sale, lease, license, transfer, conveyance or transfer other disposition of all or substantially all of the undertaking or assets of the Company Company; (v) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 50% of the voting power of the voting securities of or economic interests in the Company; or (vi) the acquisition by any “person” (together with his, her or its Affiliates) or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) acquires, directly or indirectly, the beneficial ownership (as an entirety such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding shares of capital stock and/or other equity securities of the Company, in a single transaction or substantially as an entirety to another series of related transactions (including, without limitation, one or more tender offers or exchange offers), representing at least 50% of the voting power of or economic interests in the then outstanding shares of capital stock of the corporation or entity in which the holders (each of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called i)-(vi) above a “Capital Corporate Reorganization”)) shall be effected, any Warrantholder who exercises then the Company shall use its best efforts to ensure that lawful and adequate provision shall be made whereby each Warrant Holder shall thereafter continue to have the right to subscribe for purchase and purchase Warrant Shares pursuant to receive upon the exercise of basis and upon the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, terms and shall accept for the same aggregate consideration conditions herein specified and in lieu of the number of Warrant Shares to which issuable upon exercise of the Warrantholder was theretofore entitled upon Warrants held by such exerciseWarrant Holder, shares of stock in the aggregate number of shares, other securities surviving or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date or record dateacquiring entity (“Acquirer”), as the case may be, such that the aggregate value of the Capital Reorganization and had it been Warrant Holder’s warrants to purchase such number of shares, where the registered holder value of each new warrant to purchase one share in the Acquirer is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (A) hereto, is equivalent to the aggregate value of the Warrants held by such Warrant Shares on such effective Holder, where the value of each Warrant to purchase one share in the Company is determined in accordance with the Black-Scholes Option Pricing formula set forth Appendix (B) hereto. Furthermore, the new warrants to purchase shares in the Acquirer referred to herein shall have the same expiration date as the Warrants, and shall have a strike price, KAcq, that is calculated in accordance with Appendix (A) hereto. For the avoidance of doubt, if the surviving or record dateacquiring entity, as the case may be, subject is a member of a consolidated group for financial reporting purposes, the “Acquirer” shall be deemed to be the parent of such consolidated group for purposes of this Section 8(b) and Appendix (A) hereto. Notwithstanding anything to the contrary in this Warrant or in the Appendices hereto, under no circumstances shall the strike price of KAcq be an amount lower than the Exercise Floor. Moreover, appropriate provision shall be made with respect to the rights and interests of each Warrant Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock thereafter deliverable upon the exercise thereof. The Company shall not effect any such Corporate Reorganization unless prior to or simultaneously with the consummation thereof the successor corporation resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume by written instrument, reasonably deemed by the Board of Directors of the Company and the Requisite Holders to be satisfactory in form and substance, the obligation to deliver to the holder of the Warrants, at the last address of such holder appearing on the books of the Company, such shares of stock, as, in accordance with provisions the sameforegoing provisions, as nearly as such holder may be possibleentitled to purchase, as those contained in Sections 13(a) through 13(j), inclusiveand the other obligations under these Warrants. No Capital Reorganization shall be completed by the Company unless the foregoing The provisions of this Section 13(r8(b) have been complied with shall similarly apply to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to successive Corporate Reorganizations. If the Company, which confirmation in spite of using its best efforts, is unable to cause these Warrants to continue in full force and effect until the Expiration Date in connection with any Corporate Reorganization, then the Company shall not pay the Warrant Holders an amount per Warrant to purchase one share in the Company that is calculated in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (B) hereto. Such payment shall be unreasonably withheld.made in cash in the event that the Corporate Reorganization results in the Company or the shareholders of the Company receiving cash from the Acquirer at the closing of the transaction, and shall be made in shares of the Company (with the value of each share in the Company is determined according to SCorp in Appendix (B) hereto) for all other Corporate Reorganizations . In the event that a Corporate Reorganization involves the payment of cash as well as other secuirties, such payment to the Warrant Holders shall be also be made in both cash and shares in the same proportion as the cash and non-cash portions of the consideration s.

Capital Reorganization. If and whenever at any time prior to Expiration Date while this Warrant remains outstanding there shall be a reorganization, any reclassification or other change of any class of Common Shares at any time outstanding at such time or a change of the any class of Common Shares into other shares or into other securities, or a in case of the consolidation, amalgamation, arrangement amalgamation or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement amalgamation or merger which does not result in a reclassification of any reclassification class of the outstanding Common Shares or a change of any class of the Common Shares into other shares), or a sale, conveyance or in case of any transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive sharescorporation, other securities or propertyat any time while this Warrant remains outstanding (collectively, including cash (any of such events being herein called a “"Capital Reorganization”"), any Warrantholder holder who exercises its right to subscribe for and purchase Warrant Common Shares pursuant to the exercise of the this Warrant after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration accept, in lieu of the number of Warrant Common Shares to which the Warrantholder it was theretofore entitled upon such exercise, the aggregate number kind and amount of shares, shares and other securities or other property, including cash, property which the Warrantholder Holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to reclassification, change, consolidation, amalgamation, merger or transfer if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and Holder had it been the registered holder of such Warrant the number of Common Shares on such effective date or record dateto which the Holder was theretofore entitled upon exercise. If necessary, as appropriate adjustments shall be made in the case may be, subject application of the provisions set forth in this Section 10 with respect to adjustment the rights and interests thereafter of the Holder to the end that the provisions set forth in accordance with provisions the same, this Section 9 shall thereafter correspondingly be made applicable as nearly as may reasonably be possible, as those contained possible in Sections 13(a) through 13(j), inclusiverelation to any shares or other securities or property thereafter deliverable upon the exercise of this Warrant. No Capital Reorganization The subdivision or consolidation of any class of the Common Shares at any time outstanding into a greater or lesser number of Common Shares shall be completed by deemed not to be a reclassification of the Company unless capital of the foregoing provisions Corporation for the purposes of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheld10.1.

Capital Reorganization. If and whenever at any time after the date hereof and prior to Expiration the Maturity Date there shall be is a reorganization, reclassification or other change of the Common Shares outstanding at such any time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “"Capital Reorganization”"), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares the Holder, upon exercising the conversion privilege pursuant to the exercise of the Warrant Section 3.2 after the effective date of such Capital Reorganization shall Reorganization, will be entitled to receive, and shall accept for the same aggregate consideration receive in lieu of the number of Warrant Common Shares to which the Warrantholder Holder was theretofore entitled upon such exerciseconversion, the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder Holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and Holder had it been the registered holder of the number of Common Shares to which the Holder was theretofore entitled upon conversion of this Debenture. If determined appropriate by action of the directors of the Company, appropriate adjustments will be made as a result of any such Warrant Shares on such effective date or record date, as Capital Reorganization in the case may be, subject application of the provisions set forth in this Section 3.4 with respect to adjustment the rights and interests thereafter of the Holder to the end that the provisions set forth in accordance with provisions the same, this Section 3.4 will thereafter correspondingly be made applicable as nearly as may reasonably be possiblepracticable in relation to any shares, as those contained other securities or other property thereafter deliverable upon the exercise of the conversion privilege. Any such adjustment must be made by and set forth in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed an amendment to this Debenture approved by action of the directors of the Company unless the foregoing provisions of this Section 13(r) have been complied with and will for all purposes be conclusively deemed to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldan appropriate adjustment.

Capital Reorganization. If and whenever at any time prior to Expiration after the issuance of the Subscription Receipts and before the Release Date there shall be is a reorganization, reclassification or other change of Common Shares outstanding at such time or a change of the Common Shares (other than through a Share Reorganization) into other shares securities or into other securitiesproperty, or a consolidation, amalgamation, arrangement or merger of the Company (including a business combination or exchange of like effect) with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other sharessecurities or property), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation entity, or entity in which a record date for any of the holders of Common Shares are entitled to receive shares, other securities or property, including cash foregoing events occurs (any of such events being herein called a “Capital Reorganization”), any Warrantholder Receiptholder who exercises its right is entitled to subscribe for and purchase Warrant Shares pursuant to the exercise acquire Underlying Units issuable upon conversion of the Warrant Subscription Receipts after the record date or effective date of such Capital Reorganization shall will be entitled to receive, and shall accept for the same aggregate consideration will accept, in lieu of the number of Warrant Shares Underlying Units to which the Warrantholder such Receiptholder was theretofore entitled upon such exerciseentitled, the aggregate number of shares, other securities or other propertyproperty of the Company, including cashor the continuing, successor or purchasing person, as the case may be, under the Capital Reorganization which the Warrantholder such Receiptholder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date of such Capital Reorganization, the Receiptholder had been the registered holder of the number of Underlying Units to which such Receiptholder was then entitled pursuant to the Subscription Receipts. No such Capital Reorganization shall be carried into effect unless all necessary steps shall have been taken so that the holders of Subscription Receipts shall thereafter be entitled to receive such number of Common Shares, Warrants, or record dateother securities or property of the Company or of the continuing, successor or purchasing person, as the case may be, of under the Capital Reorganization and had it been the registered holder of such Warrant Shares on such effective date or record date, as the case may beReorganization, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to Section 4.2. If determined appropriate by the Company, which confirmation shall not acting reasonably, appropriate adjustments will be unreasonably withheldmade as a result of any such Capital Reorganization in the application of the provisions set forth in this 0 with respect to the rights and interests thereafter of the Receiptholders to the extent that the provisions set forth in this 0 will thereafter correspondingly be made applicable as nearly as may be reasonable in relation to any securities or property thereafter deliverable upon the exercise of any Subscription Receipt. Any such adjustments will be made by and set forth in terms and conditions supplemental hereto approved by the Company, acting reasonably, and, absent manifest error, will for all purposes be conclusively deemed to be the appropriate adjustment.

Capital Reorganization. If and whenever at In case of any time prior to Expiration Date there shall be a reorganizationcapital reorganization of the ---------------------- Company, or of any reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into Stock (other shares or into other securitiesthan a reclassification of the Common Stock referred to in subsection (a) of this Section 4), or a consolidation, amalgamation, arrangement or merger in the case of the consolidation of the Company with or the merger of the Company into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger Company which does not result in any a change of control, each Warrant shall after such capital reorganization, reclassification of the outstanding Common Shares Stock, consolidation or a change merger be exercisable, upon the terms and conditions specified in this Agreement, for the number of the Common Shares into shares of stock or other shares)securities, assets, or cash to which a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu holder of the number of shares of Common Stock purchasable (at the time of such capital reorganization, reclassification of shares, consolidation or merger) upon exercise of such Warrant Shares to which the Warrantholder was theretofore would have been entitled upon such exercisecapital reorganization, reclassification of the Common Stock, consolidation or merger; and in any such case, if necessary, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior provisions set forth in this Section 4 with respect to the effective date or record date, as the case may be, rights and interests thereafter of the Capital Reorganization and had it been holders of the registered holder of such Warrant Shares on such effective date or record date, Warrants shall be appropriately adjusted so as the case may be, subject to adjustment thereafter in accordance with provisions the samebe applicable, as nearly as may be possiblereasonably be, as those contained in Sections 13(a) through 13(j)to any shares of stock or other securities, inclusive. No Capital Reorganization shall be completed by assets, or cash thereafter deliverable upon the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction exercise of the Warrantholder and Warrants. The subdivision or combination of the Warrantholder has confirmed the same in writing to the Company, which confirmation Common Stock at any time outstanding into a greater or lesser number of shares shall not be unreasonably withhelddeemed to be a reclassification of the Common Stock for the purposes of this paragraph. The Company shall not effect any such consolidation or merger unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing or receiving such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrant holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase, and to perform the other obligations of the Company under this Warrant Agreement.

Capital Reorganization. If and whenever during the term of the Warrants there shall be directly or indirectly in one or more related transaction (i) a reclassification of Common Shares at any time prior to Expiration Date there shall be outstanding or a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securitiessecurities (other than as contemplated under section 3(a) above), or (ii) a consolidation, amalgamation, arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other sharessecurities), or (iii) a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its the Holder, where he has not exercised the right to subscribe for of subscription and purchase under this Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately certificate prior to the effective date or record date, as the case may be, of the such Capital Reorganization, shall be entitled to receive (whether or not such Capital Reorganization occurs before or after the Initial Exercise Date), and shall accept upon the exercise of such right for the same aggregate consideration, in lieu of the number of Common Shares to which such Holder was theretofore entitled upon such exercise (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the aggregate number of shares, other securities, cash or other property or consideration which such Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, he had it been the registered holder of the number of Common Shares to which such Warrant Shares Holder was theretofore entitled to subscribe for and purchase (without regard to any limitation in Section 2(e) on the exercise of this Warrant); provided however, that no such effective date or record dateCapital Reorganization shall be carried into effect unless all necessary steps shall have been taken to so entitle the Holder. If determined appropriate by the board of directors of the Company, as the case may beacting reasonably and in good faith, and subject to adjustment any necessary prior approval of the Trading Market on which the Common Shares are then listed or quoted for trading, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this 3(c) with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in accordance with provisions the same, this Section 3(c) shall thereafter correspondingly be made applicable as nearly as may reasonably be possiblenecessary in relation to any shares, as those contained in Sections 13(a) through 13(j)other securities, inclusive. No Capital Reorganization shall be completed by cash or other property or consideration thereafter deliverable upon the Company unless the foregoing provisions exercise of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldany Warrant.

Capital Reorganization. If and whenever whenever, at any time after the date hereof and prior to Expiration Date the Time of Expiry, there shall will be a reorganization, reclassification or other change of Common Shares outstanding at such time or a change of the Common Shares into (other shares or into other securitiesthan a Common Share Reorganization), or a consolidation, amalgamation, plan of arrangement or merger of the Company with or into any other corporation or other entity Person (other than a consolidation, amalgamation, plan of arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer (other than to a wholly-owned subsidiary of the undertaking Company) of the undertakings or assets of the Company as an entirety or substantially as an entirety to another corporation or entity other Person, in which each case resulting in a reclassification of the Common Shares or any change of the Common Shares into other shares, securities or property or in the holders of the outstanding Common Shares are entitled to receive receiving, directly or indirectly, other shares, other securities or property, including cash property (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises the Holder upon exercising its right to subscribe for and purchase Warrant receive Common Shares pursuant to the exercise terms of the this Warrant after the effective date of such Capital Reorganization shall Certificate will be entitled to receive, and shall will accept for the same aggregate consideration in lieu of the number of Warrant Common Shares to which the Warrantholder such Holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, property (including cash, ) which the Warrantholder Holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datedate thereof, as the case may be, the Holder was the Holder of the number of Common Shares to which it was theretofore entitled upon exercise. If determined appropriate by action of the directors of the Company, adjustments will be made as a result of a Capital Reorganization in the application of the provisions set forth in this Section 2 with respect to the rights and had it been interests of the registered holder of Holder following such Warrant Shares on such effective date or record date, as Capital Reorganization to the case may be, subject to adjustment end that the provisions set forth in this Section 2 will thereafter in accordance with provisions the same, correspondingly be made applicable as nearly as may reasonably be possiblein relation to any shares, as those contained other securities or other property deliverable upon the exercise hereof. Any such adjustment must be made by and set forth in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed an amendment to this Warrant Certificate approved by action by the Company unless the foregoing provisions directors of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldacting reasonably and in good faith.

Capital Reorganization. If and whenever at any time prior to Expiration Date after the issuance of the Subscription Receipts and before the Issue Time there shall be is a reorganization, reclassification or other change of Common Shares outstanding at such time or a change of the Common Shares (other than a Share Reorganization) into other shares securities or into other securitiesproperty, or a consolidation, amalgamation, arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger (including a business combination or exchange of like effect) which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other sharessecurities or property), or a sale, conveyance or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation entity, or entity in which a record date for any of the holders of Common Shares are entitled to receive shares, other securities or property, including cash foregoing events occurs (any of such events being herein called a “Capital Reorganization”), any Warrantholder Receiptholder who exercises its right is entitled to subscribe for and purchase Warrant receive Underlying Common Shares pursuant to the exercise of the Warrant after the record date or effective date of such Capital Reorganization shall will be entitled to receive, and shall will accept for the same aggregate consideration consideration, in lieu of the number of Warrant Underlying Common Shares to which the Warrantholder such Receiptholder was theretofore entitled upon such exerciseentitled, the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder such Receiptholder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record dateof such Capital Reorganization, as the case may be, of the Capital Reorganization and Receiptholder had it been the registered holder of the number of Underlying Common Shares to which such Warrant Shares on Receiptholder was then entitled with respect to the Subscription Receipts; provided, however, that no such effective date or record dateCapital Reorganization will be carried into effect unless all necessary steps have been taken to so entitle the Receiptholders. If determined appropriate by the Corporation, acting reasonably, appropriate adjustments will be made as a result of any such Capital Reorganization in the case may be, subject application of the provisions set forth in this Article 4 with respect to adjustment the rights and interests thereafter of the Receiptholders to the extent that the provisions set forth in accordance with provisions the same, this Article 4 will thereafter correspondingly be made applicable as nearly as may be possible, as those contained reasonable in Sections 13(a) through 13(j), inclusiverelation to any securities or property thereafter deliverable upon the exchange of any Subscription Receipt. No Capital Reorganization shall Any such adjustments will be completed made by and set forth in terms and conditions supplemental hereto approved by the Company unless Corporation, acting reasonably, and, absent manifest error, will for all purposes be conclusively deemed to be the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldappropriate adjustment.

Capital Reorganization. If and whenever at any time prior to Expiration Date during the Exercise Period there shall be a reorganization, reclassification or other change redesignation of Common Shares at any time outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Common Share Reorganization), or a consolidation, amalgamation, take-over bid, compulsory acquisition, plan of arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement, take-over bid, compulsory acquisition, plan of arrangement or merger which does not result in any reclassification of the outstanding Common Shares or Shares, a change of the Common Shares into other sharesshares or an acquisition of all of the Common Shares for cash), a change, exchange or conversion of the Common Shares into or for other shares or securities or property (including, for greater certainty, cash), or a saletransfer, sale or conveyance or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash other property (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its his or her right to subscribe for and purchase Warrant Common Shares pursuant to the exercise of the Warrant Warrant(s) then held after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Common Shares to which the Warrantholder such holder was theretofore entitled upon such exercise, exercise the aggregate number of shares, other securities or other propertyproperty (including, including if applicable, cash, ) which the Warrantholder such holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and Warrantholder had it been the registered holder of the number of Common Shares to which such holder was theretofore entitled upon exercise of the Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j)5.2 and 5.3 hereof. If determined appropriate by the Corporation, inclusive. No acting reasonably, and subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading, appropriate adjustments to the exercise price and/or the number of Common Shares issuable on exercise shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Article 5 with respect to the rights and interests thereafter of Warrantholders to the end that the provisions set forth in this Article 5 shall thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall be completed made by and set forth in terms and conditions supplemental hereto approved by action by the Company unless directors and by the foregoing provisions of this Section 13(r) have been complied with Warrant Agent, acting reasonably, and shall for all purposes be conclusively deemed to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldappropriate adjustments.

Capital Reorganization. If and whenever at any time prior to Expiration Date after the date hereof there shall be is a reorganization, reclassification or other change of the Common Shares outstanding at such any time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares the Holder, upon exercising the conversion privilege pursuant to the exercise of the Warrant Section 3.2 after the effective date of such Capital Reorganization shall Reorganization, will be entitled to receive, and shall accept for the same aggregate consideration receive in lieu of the number of Warrant Common Shares to which the Warrantholder Holder was theretofore entitled upon such exerciseconversion, the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder Holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and Holder had it been the registered holder of the number of Common Shares to which the Holder was theretofore entitled upon conversion of this Note. If determined appropriate by action of the directors of the Corporation, appropriate adjustments will be made as a result of any such Warrant Shares on such effective date or record date, as Capital Reorganization in the case may be, subject application of the provisions set forth in this Section 3.4 with respect to adjustment the rights and interests thereafter of the Holder to the end that the provisions set forth in accordance with provisions the same, this Section 3.4 will thereafter correspondingly be made applicable as nearly as may reasonably be possiblepracticable in relation to any shares, as those contained in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by other securities or other property thereafter deliverable upon the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction exercise of the Warrantholder conversion privilege. Any such adjustment must be made by and set forth in an amendment to this Note approved by action of the Warrantholder has confirmed directors of the same in writing Corporation and will for all purposes be conclusively deemed to the Company, which confirmation shall not be unreasonably withheldan appropriate adjustment.

Capital Reorganization. If and whenever at any time prior to Expiration Date there shall be a reorganization, reclassification any consolidation or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement or ---------------------- merger of to which the Company with or into any other corporation or other entity (is a party, other than a consolidation, amalgamation, arrangement consolidation or a merger in which the Company is a continuing corporation and which does not result in any reclassification of the outstanding of, or change (other than a Common Shares Stock Reorganization or a change in par value) in, outstanding shares of Common Stock, or any sale or conveyance of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets property of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events event being herein called a “"Capital Reorganization”"), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after then, ------- -------------- effective upon the effective date of such Capital Reorganization Reorganization, the Holder shall be have the right to purchase, upon exercise of this Warrant, the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have owned or have been entitled to receivereceive after such Capital Reorganization if this Warrant had been exercised immediately prior to such Capital Reorganization, assuming such Holder (a) is not a person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or conveyance was made, as the case may be ("constitute person"), or an Affiliate of a constituent person and (b) failed ---------- ------ to exercise any rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Capital Reorganization (provided that if the kind or amount of securities, cash or other property receivable upon such Capital Reorganization (provided that if the kind or amount of securities, cash or other property receivable upon such Capital Reorganization is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or conveyance by other than a constituent person or an Affiliate thereof and in respect of which such rights of election shall accept not have been exercised ("non-electing share"), then ------------ ----- for the same aggregate consideration in lieu purposes of this Section the number kind and amount of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number shares of shares, stock and other securities or other property, property (including cash, which the Warrantholder would have received as a result of ) receivable upon such Capital Reorganization had it exercised its right shall be deemed to acquire Warrant Shares immediately prior be the kind and amount so receivable per share by a plurality of the non-electing shares). As a condition to effecting any Capital Reorganization, the effective date Company or record datethe successor or surviving corporation, as the case may be, of the Capital Reorganization shall execute and had it been the registered holder of deliver to each Holder an agreement as to such Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter Holder's rights in accordance with provisions the samethis Section 3.4, providing for subsequent adjustments as nearly equivalent as may be possible, as those contained practicable to the adjustments provided for in Sections 13(a) through 13(j), inclusivethis Section 3. No Capital Reorganization shall be completed by the Company unless the foregoing The provisions of this Section 13(r) have been complied with 3.4 shall similarly apply to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldsuccessive Capital Reorganizations.

Capital Reorganization. If and whenever at Without limiting any time prior to Expiration Date there shall be a of the other provisions hereof, if any (i) capital reorganization; (ii) reclassification of the capital stock of the Company; (iii) merger, reclassification consolidation or reorganization or other change similar transaction or series of Common Shares outstanding at such time or change of related transactions which results in the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement or merger voting securities of the Company with outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification voting securities of the outstanding Common Shares surviving or a change acquiring entity) less than 50% of the Common Shares into other shares)combined voting power of the voting securities of or economic interests in the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or a reorganization; (iv) sale, lease, license, transfer, conveyance or transfer other disposition of all or substantially all of the undertaking or assets of the Company Company; (v) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 50% of the voting power of the voting securities of or economic interests in the Company; or (vi) the acquisition by any “person” (together with his, her or its Affiliates) or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) acquires, directly or indirectly, the beneficial ownership (as an entirety such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding shares of capital stock and/or other equity securities of the Company, in a single transaction or substantially as an entirety to another series of related transactions (including, without limitation, one or more tender offers or exchange offers), representing at least 50% of the voting power of or economic interests in the then outstanding shares of capital stock of the corporation or entity in which the holders (each of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called i)-(vi) above a “Capital Corporate Reorganization”)) shall be effected, any Warrantholder who exercises then the Company shall use its commercially reasonable efforts to ensure that lawful and adequate provision shall be made whereby each Warrant Holder shall thereafter continue to have the right to subscribe for purchase and purchase Warrant Shares pursuant to receive upon the exercise of basis and upon the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, terms and shall accept for the same aggregate consideration conditions herein specified and in lieu of the number of Warrant Shares to which issuable upon exercise of the Warrantholder was theretofore entitled upon Warrants held by such exerciseWarrant Holder, shares of stock in the aggregate number of shares, other securities surviving or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date or record dateacquiring entity (“Acquirer”), as the case may be, such that the aggregate value of the Capital Reorganization and had it been Warrant Holder’s warrants to purchase such number of shares, where the registered holder value of each new warrant to purchase one share in the Acquirer is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (A) hereto, is equivalent to the aggregate value of the Warrants held by such Warrant Shares on such effective Holder, where the value of each Warrant to purchase one share in the Company is determined in accordance with the Black-Scholes Option Pricing formula set forth Appendix (B) hereto. Furthermore, the new warrants to purchase shares in the Acquirer referred to herein shall have the same expiration date as the Warrants, and shall have a strike price, KAcq, that is calculated in accordance with Appendix (A) hereto. For the avoidance of doubt, if the surviving or record dateacquiring entity, as the case may be, subject is a member of a consolidated group for financial reporting purposes, the “Acquirer” shall be deemed to be the parent of such consolidated group for purposes of this Section 5(c) and Appendix (A) hereto. Moreover, appropriate provision shall be made with respect to the rights and interests of each Warrant Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock thereafter deliverable upon the exercise thereof. The Company shall not effect any such Corporate Reorganization unless prior to or simultaneously with the consummation thereof the successor corporation resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume by written instrument, reasonably deemed by the Board of Directors of the Company and the Requisite Holders to be satisfactory in form and substance, the obligation to deliver to the holder of the Warrants, at the last address of such holder appearing on the books of the Company, such shares of stock, as, in accordance with provisions the sameforegoing provisions, as nearly as such holder may be possibleentitled to purchase, as those contained in Sections 13(a) through 13(j), inclusiveand the other obligations under these Warrants. No Capital Reorganization shall be completed by the Company unless the foregoing The provisions of this Section 13(r5(c) have been complied with shall similarly apply to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to successive Corporate Reorganizations. If the Company, which confirmation in spite of using its commercially reasonable efforts, is unable to cause these Warrants to continue in full force and effect until the Expiration Date in connection with any Corporate Reorganization, then the Company shall not pay the Warrant Holders an amount per Warrant to purchase one share in the Company that is calculated in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (B) hereto. Such payment shall be unreasonably withheld.made in cash in the event that the Corporate

Capital Reorganization. If and whenever at any time prior to Expiration Date the Time of Expiry there shall be a reorganization, reclassification of shares at any time outstanding or other change of Common Shares outstanding at such time or a change of the Common Shares shares into other shares or into other securitiessecurities (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation Company or other entity (other than a consolidation, amalgamation, -- $0.25 Share Purchase Warrant Certificate -- -- Zoro Mining Corp. -- 3816532.1 arrangement or merger which does not result in any reclassification of the outstanding Common Shares shares or a change of the Common Shares shares into other sharessecurities), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation Company or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder Warrant Holder who exercises its his right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant Warrant(s) then held after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder such holder was theretofore entitled upon such exercise, exercise the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder such holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and Warrant Holder had it been the registered holder of such the number of Warrant Shares on to which such effective date or record date, as holder was theretofore entitled upon exercise of the case may be, Warrant subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j)this Section 4.07; provided, inclusive. No however, that no such Capital Reorganization shall be completed by the Company carried into effect unless the foregoing provisions of this Section 13(r) all necessary steps shall have been complied with taken to so entitle the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to Warrant Holders. If determined appropriate by the Company, which confirmation acting reasonably, appropriate adjustments shall not be unreasonably withheldmade as a result of any such Capital Reorganization in the application of the provisions set forth in this Article 4 with respect to the rights and interests thereafter of Warrant Holders to the end that the provisions set forth in this Article 4 shall thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by action by the Directors and by the Company, acting reasonably and shall for all purposes be conclusively deemed to be appropriate adjustments.

Capital Reorganization. If and whenever If, at any time prior to Expiration Date after the date hereof and before the Release Time, there shall be is a reorganization, reclassification or other change of Common Shares at any time outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other sharesshares or into other securities), or a sale, conveyance or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation entity, or entity in which if a record date for any of the holders of Common Shares are entitled to receive sharesforegoing events occurs, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder Receiptholder who exercises its right would otherwise be entitled to subscribe for and purchase Warrant receive Underlying Common Shares pursuant to the exercise of the Warrant Subscription Receipts then held after the record date or effective date of such Capital Reorganization shall will be entitled to receive, and shall will accept for the same aggregate consideration consideration, in lieu of the number of Warrant Underlying Common Shares to which the Warrantholder such Receiptholder was theretofore entitled upon such exerciseotherwise entitled, the aggregate number of shares, units, warrants, other securities or other property, including cash, property which the Warrantholder such Receiptholder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record dateof such Capital Reorganization, as the case may be, of the Capital Reorganization and Receiptholder had it been the registered holder of the number of Underlying Common Shares to which such Warrant Shares on Receiptholder was theretofore entitled with respect to the Subscription Receipts, provided however, that no such effective date or record dateCapital Reorganization will be carried into effect unless all necessary steps have been taken to so entitle the Receiptholder. If determined appropriate by the Corporation, acting reasonably, appropriate adjustments will be made as a result of any such Capital Reorganization in the case may be, subject application of the provisions set forth in this Article 5 with respect to adjustment the rights and interests thereafter of the Receiptholders to the extent that the provisions set forth in accordance with provisions the same, this Article 5 will thereafter correspondingly be made applicable as nearly as may be possible, as those contained reasonable in Sections 13(a) through 13(j), inclusiverelation to any securities or property thereafter deliverable pursuant to the terms of any Subscription Receipt. No Capital Reorganization shall Any such adjustments will be completed made by and set forth in terms and conditions supplemental hereto approved by the Company unless Corporation, acting reasonably, and, absent manifest error, will for all purposes be conclusively deemed to be the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldappropriate adjustment.

Capital Reorganization. If and whenever prior to the Time of Expiry there shall be ---------------------- a reclassification of shares at any time prior to Expiration Date there shall be outstanding or a reorganization, reclassification or other change of Common Shares outstanding at such time or change of 163 the Common Shares shares into other shares or into other securitiessecurities (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company Issuer with or into any other corporation Issuer or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares shares or a change of the Common Shares shares into other sharessecurities), or a sale, conveyance or transfer of the undertaking or assets of the Company Issuer as an entirety or substantially as an entirety to another corporation Issuer or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “"Capital Reorganization”"), any Warrantholder Warrant Holder who exercises its his right to subscribe for and purchase Warrant Shares shares pursuant to the exercise of the Warrant Warrant(s) then held after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares shares to which the Warrantholder such holder was theretofore entitled upon such exercise, exercise the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder such holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and Warrant Holder had it been the registered holder of the number of shares to which such holder was theretofore entitled upon exercise of the Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j)Section 4.07 hereof, inclusive. No provided, however, that no such Capital Reorganization shall be completed carried into effect unless all necessary steps shall have been taken to so entitle the Warrant Holders. If determined appropriate by the Company unless Issuer, acting reasonably, appropriate adjustments shall be made as a result of any such Capital Reorganization in the foregoing application of the provisions of set forth in this Section 13(r) have been complied Article 4 with respect to the satisfaction rights and interests thereafter of the Warrantholder and the Warrantholder has confirmed the same in writing Warrant Holders to the Companyend that the provisions set forth in this Article 4 shall thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, which confirmation other securities or other property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall not be unreasonably withheldmade by and set forth in terms and conditions supplemental hereto approved by action by the Directors and by the Issuer, acting reasonably and shall for all purposes be conclusively deemed to be appropriate adjustments.

Capital Reorganization. If and whenever at any time prior to Expiration Date during the Exercise Period there shall be a reorganization, reclassification or other change of Common Shares at any time outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other sharessecurities), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “"Capital Reorganization”"), any Warrantholder who exercises its the holder, where he has not exercised the right to subscribe for of subscription and purchase Warrant Shares pursuant prior to the exercise of the Warrant after the effective date or record date, as the case may be, of such Capital Reorganization Reorganization, shall be entitled to receive, and shall accept upon the exercise of such right for the same aggregate consideration consideration, in lieu of the number of Warrant Common Shares to which the Warrantholder such holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder such holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and he had it been the registered holder of the number of Common Shares to which such Warrant Shares on holder was theretofore entitled to subscribe for and purchase; provided however, that no such effective date or record dateCapital Reorganization shall be carried into effect unless all necessary steps shall have been taken to so entitle the holder. If determined appropriate by the board of directors of the Company, as the case may beacting reasonably and in good faith, and subject to adjustment the prior written approval of the principal Canadian stock exchange or over- the-counter market on which the Common Shares are then listed or quoted for trading, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions of this Indenture with respect the rights and interest thereafter in accordance with of the Warrantholder to the end that the provisions the same, of this Indenture shall thereafter correspondingly be made applicable as nearly as may reasonably be possiblepossible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants. If and whenever at any time after the date hereof and prior to the Time of Expiry, as those contained in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by the Company unless takes any action affecting its Common Shares to which the foregoing provisions of this Section 13(r) have been complied with to 5.1, in the satisfaction opinion of the Warrantholder and the Warrantholder has confirmed the same in writing to board of directors of the Company, acting reasonably and in good faith, are not strictly applicable, or if strictly applicable would not fairly adjust the rights of the Holder against dilution in accordance with the intent and purposes thereof, or would otherwise materially affect the rights of the holder hereunder, then the Company shall execute and deliver to the holder an amendment hereto providing for an adjustment in the application of such provisions so as to adjust such rights as aforesaid in such a manner as the board of directors of the Company may determine to be equitable in the circumstances, acting reasonably and in good faith. The failure of the taking of action by the board of directors of the Company to so provide for any adjustment on or prior to the effective date of any action or occurrence giving rise to such state of facts will be conclusive evidence that the board of directors has determined that it is equitable to make no adjustment in the circumstances. Rules Regarding Calculation of Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise For the purposes of Section 5.1: The adjustments provided for in Section 5.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest one-tenth of one cent and shall be made successively whenever an event referred to therein shall occur, subject to the following paragraphs of this Section 5.2 No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment shall be made in the number of Common Shares purchasable upon exercise of this Warrant unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which, except for the provisions of this Section 5.2(1) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. No adjustment in the Exercise Price or in the number of Common Shares purchasable upon exercise of Warrants shall be made in respect of any event described in Section 5.1, other than the events referred to in subsection 5.1(a)(ii) and 5.1(a)(iii), if the holder is entitled to participate in such event on the same terms, mutatis mutandis, as if it had exercised its Warrants prior to or on the effective date or record date of such event. The terms of the participation of the holder in such event shall be subject to any necessary approval of the principal Canadian stock exchange or over-the-counter market on which confirmation the Common Shares are then listed or quoted for trading. No adjustment in the Exercise Price shall not be unreasonably withheld.made pursuant to Section 5.1 in respect of the issue from time to time:

Capital Reorganization. If and whenever at any time prior to Expiration Date there shall be a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “"Capital Reorganization”"), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date or record date, as the case may be, of the Capital Reorganization and had it been the registered holder of such Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheld.

Capital Reorganization. If and whenever at any time prior to Expiration Date during the Exercise Period there shall be a reorganization, reclassification or other change redesignation of Common Shares at any time outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities or any other capital reorganization (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification or redesignation of the outstanding Common Shares or a change of the Common Shares into other sharessecurities), or a sale, conveyance or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its the Holder, where he, she or it has not exercised the right to subscribe for of subscription and purchase under this Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately Certificate prior to the effective date or record date, as the case may be, of such Capital Reorganization, shall be entitled to receive, and shall accept upon the exercise of such right for the same aggregate consideration, in lieu of the number of Shares to which such Holder was theretofore entitled upon such exercise, the kind and aggregate number of shares, other securities or other property which such holder would have been entitled to receive as a result of such Capital Reorganization and if, on the effective date thereof, he had it been the registered holder of the number of Shares to which such Warrant Shares on holder was theretofore entitled to subscribe for and purchase; provided however, that no such effective date or record dateCapital Reorganization shall be carried into effect unless all necessary steps shall have been taken by the Corporation to so entitle the Holder. If determined appropriate by the board of directors of the Corporation, as the case may beacting reasonably and in good faith, and subject to adjustment the prior written approval of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading if required by such stock exchange or over-the- counter market, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 4 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in accordance with provisions the same, this Section 4 shall thereafter correspondingly be made applicable as nearly as may reasonably be possiblepossible in relation to any shares, as those contained in Sections 13(a) through 13(j), inclusiveother securities or other property thereafter deliverable upon the exercise of any Warrant. No Capital Reorganization Any such adjustments shall be completed made by and set forth in terms and conditions supplemental hereto approved by the Company unless the foregoing provisions board of this Section 13(r) have been complied with to the satisfaction directors of the Warrantholder Corporation, acting reasonably and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldgood faith.

Capital Reorganization. If and whenever at Without limiting any time prior to Expiration Date there shall be a of the other provisions hereof, if any (i) capital reorganization; (ii) reclassification of the capital stock of the Company; (iii) merger, reclassification consolidation or reorganization or other change similar transaction or series of Common Shares outstanding at such time or change of related transactions which results in the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement or merger voting securities of the Company with outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification voting securities of the outstanding Common Shares surviving or a change acquiring entity) less than 50% of the Common Shares into other shares)combined voting power of the voting securities of or economic interests in the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or a reorganization; (iv) sale, lease, license, transfer, conveyance or transfer other disposition of all or substantially all of the undertaking or assets of the Company Company; (v) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 50% of the voting power of the voting securities of or economic interests in the Company; or (vi) the acquisition by any “person” (together with his, her or its Affiliates) or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) acquires, directly or indirectly, the beneficial ownership (as an entirety such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding shares of capital stock and/or other equity securities of the Company, in a single transaction or substantially as an entirety to another series of related transactions (including, without limitation, one or more tender offers or exchange offers), representing at least 50% of the voting power of or economic interests in the then outstanding shares of capital stock of the corporation or entity in which the holders (each of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called i)-(vi) above a “Capital Corporate Reorganization”)) shall be effected, any Warrantholder who exercises then the Company shall use its commercially reasonable efforts to ensure that lawful and adequate provision shall be made whereby each Warrant Holder shall thereafter continue to have the right to subscribe for purchase and purchase Warrant Shares pursuant to receive upon the exercise of basis and upon the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, terms and shall accept for the same aggregate consideration conditions herein specified and in lieu of the number of Warrant Shares to which issuable upon exercise of the Warrantholder was theretofore entitled upon Warrants held by such exerciseWarrant Holder, shares of stock in the aggregate number of shares, other securities surviving or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date or record dateacquiring entity (“Acquirer”), as the case may be, such that the aggregate value of the Capital Reorganization and had it been Warrant Holder’s warrants to purchase such number of shares, where the registered holder value of each new warrant to purchase one share in the Acquirer is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix A hereto, is equivalent to the aggregate value of the Warrants held by such Warrant Shares on such effective Holder, where the value of each Warrant to purchase one share in the Company is determined in accordance with the Black-Scholes Option Pricing formula set forth Appendix B hereto. Furthermore, the new warrants to purchase shares in the Acquirer referred to herein shall have the same expiration date as the Warrants, and shall have a strike price, KAcq, that is calculated in accordance with Appendix A hereto. For the avoidance of doubt, if the surviving or record dateacquiring entity, as the case may be, subject is a member of a consolidated group for financial reporting purposes, the Acquirer shall be deemed to be the parent of such consolidated group for purposes of this Section 4(c) and Appendix A hereto. Moreover, appropriate provision shall be made with respect to the rights and interests of each Warrant Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock thereafter deliverable upon the exercise thereof. The Company shall not effect any such Corporate Reorganization unless prior to or simultaneously with the consummation thereof the successor corporation resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume by written instrument, reasonably deemed by the Board of Directors of the Company and the Requisite Holders to be satisfactory in form and substance, the obligation to deliver to the holder of the Warrants, at the last address of such holder appearing on the books of the Company, such shares of stock, as, in accordance with provisions the sameforegoing provisions, as nearly as such holder may be possibleentitled to purchase, as those contained in Sections 13(a) through 13(j), inclusiveand the other obligations under these Warrants. No Capital Reorganization shall be completed by the Company unless the foregoing The provisions of this Section 13(r4(c) have been complied with shall similarly apply to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to successive Corporate Reorganizations. If the Company, which confirmation in spite of using its commercially reasonable efforts, is unable to cause these Warrants to continue in full force and effect until the Expiration Date in connection with any Corporate Reorganization, then the Company shall not pay the Warrant Holders an amount per Warrant to purchase one share in the Company that is calculated in accordance with the Black-Scholes Option Pricing formula set forth in Appendix B hereto. Such payment shall be unreasonably withheldmade, promptly following the closing of the Corporate Reorganization, in cash in the event that the Corporate Reorganization results in the stockholders of the Company receiving cash from the Acquirer at the closing of the transaction, and shall be made in shares of the Company (with the value of each share in the Company is determined according to SCorp in Appendix B hereto) in the event that the Corporate Reorganization results in the stockholders of the Company receiving shares in the Acquirer or other entity at the closing of the transaction. In the event that the stockholders of the Company receive both cash and shares at the closing of the transaction, such payment to the Warrant Holders shall be also be made in both cash and shares in the same proportion as the consideration received by the stockholders.

Capital Reorganization. If and whenever at any time prior to Expiration Date during the Exercise Period there shall be a reorganization, reclassification or other change redesignation of Common Shares at any time outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities or any other capital reorganization (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification or redesignation of the outstanding Common Shares or a change of the Common Shares into other sharessecurities), or a sale, conveyance or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its the Holder, where he, she or it has not exercised the right to subscribe for of subscription and purchase under this Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately Certificate prior to the effective date or record date, as the case may be, of such Capital Reorganization, shall be entitled to receive, and shall accept upon the exercise of such right for the same aggregate consideration, in lieu of the number of Shares to which such Holder was theretofore entitled upon such exercise, the kind and aggregate number of shares, other securities or other property which such ho der wou d have been entitled to receive as a result of such Capital Reorganization and if, on the effective date thereof, he had it been the registered holder of the number of Shares to which such Warrant Shares on holder was theretofore entitled to subscribe for and purchase; provided however, that no such effective date or record dateCapital Reorganization shall be carried into effect unless all necessary steps shall have been taken by the Corporation to so entitle the Holder. If determined appropriate by the board of directors of the Corporation, as the case may beacting reasonably and in good faith, and subject to adjustment the prior written approval of the principal Canadian stock exchange or over-the- counter market on which the Shares are then listed or quoted for trading if required by such stock exchange or over-the-counter market, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 4 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in accordance with provisions the same, this Section 4 shall thereafter correspondingly be made applicable as nearly as may reasonably be possiblepossible in relation to any shares, as those contained in Sections 13(a) through 13(j), inclusiveother securities or other property thereafter deliverable upon the exercise of any Warrant. No Capital Reorganization Any such adjustments shall be completed made by and set forth in terms and conditions supplemental hereto approved by the Company unless the foregoing provisions board of this Section 13(r) have been complied with to the satisfaction directors of the Warrantholder Corporation, acting reasonably and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheld.good faith

Capital Reorganization. If and whenever at any time prior to Expiration Date during the Exercise Period there shall be a reorganization, reclassification or other change redesignation of Common Shares at any time outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a saletransfer, sale or conveyance or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash other property (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its his right to subscribe for and purchase Warrant Common Shares pursuant to the exercise of the Warrant Warrant(s) then held after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Common Shares to which the Warrantholder such holder was theretofore entitled upon such exercise, exercise the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder such holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and Warrantholder had it been the registered holder of the number of Common Shares to which such holder was theretofore entitled upon exercise of the Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j)5.2 and 5.3 hereof. If determined appropriate by the Corporation, inclusive. No acting reasonably, and subject to the prior written approval of any stock exchange or over-the- counter market on which the Common Shares are then listed or quoted for trading, appropriate adjustments to the exercise price and/or the number of Common Shares issuable on exercise shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Article 5 with respect to the rights and interests thereafter of Warrantholders to the end that the provisions set forth in this Article 5 shall thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall be completed made by and set forth in terms and conditions supplemental hereto approved by action by the Company unless directors and by the foregoing provisions of this Section 13(r) have been complied with Warrant Agent, acting reasonably, and shall for all purposes be conclusively deemed to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldappropriate adjustments.

Capital Reorganization. If and whenever at any time prior to Expiration Date the Time of Expiry there shall be a reorganization, reclassification of shares at any time outstanding or other change of Common Shares outstanding at such time or a change of the Common Shares shares into other shares or into other securitiessecurities (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation Company or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares shares or a change of the Common Shares shares into other sharessecurities), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation Company or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder Warrant Holder who exercises its his right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant Warrant(s) then held after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder such holder was theretofore entitled upon such exercise, exercise the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder such holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and Warrant Holder had it been the registered holder of such the number of Warrant Shares on to which such effective date or record date, as holder was theretofore entitled upon exercise of the case may be, Warrant subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j)this Section 4.07; provided, inclusive. No however, that no such Capital Reorganization shall be completed by the Company carried into effect unless the foregoing provisions of this Section 13(r) all necessary steps shall have been complied with taken to so entitle the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to Warrant Holders. If determined appropriate by the Company, which confirmation acting reasonably, appropriate adjustments shall not be unreasonably withheldmade as a result of any such Capital Reorganization in the application of the provisions set forth in this Article 4 with respect to the rights and interests thereafter of Warrant Holders to the end that the provisions set forth in this Article 4 shall thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by action by the Directors and by the Company, acting reasonably and shall for all purposes be conclusively deemed to be appropriate adjustments.

Capital Reorganization. If and whenever at any time prior to Expiration after the issuance of the Rights and before the Payment Date there shall be is a reorganization, reclassification of Pan American Shares or other change of Common Shares outstanding at such time or a change of the Common Pan American Shares (other than through a Share Reorganization) into other shares securities or into other securitiesproperty, or a consolidation, amalgamation, arrangement or merger of the Company Pan American (including a business combination or exchange of like effect) with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Pan American Shares or a change of the Common Pan American Shares into other sharessecurities or property), or a sale, conveyance or transfer of the undertaking or assets of the Company Pan American as an entirety or substantially as an entirety to another corporation entity, or entity in which a record date for any of the holders of Common Shares are entitled to receive shares, other securities or property, including cash foregoing events occurs and such transaction is not covered by Section 14.1 hereof (any of such events being herein called a “Capital Reorganization”), any Warrantholder Holder who exercises its right to subscribe for and purchase Warrant Shares pursuant is entitled to the exercise CVR Payment Amount upon the occurrence of the Warrant Payment Condition after the record date or effective date of such Capital Reorganization shall will be entitled to receive, and shall accept for the same aggregate consideration will accept, in lieu of the number of Warrant Pan American Shares to which the Warrantholder such Holder was theretofore entitled upon such exerciseentitled, the aggregate number of shares, other securities or other propertyproperty of Pan American, including cashor the continuing, successor or purchasing person, as the case may be, under the Capital Reorganization which the Warrantholder such Holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date of such Capital Reorganization, the Holder had been the registered holder of the number of Pan American Shares to which such Holder was then entitled pursuant to the Rights. No such Capital Reorganization shall be carried into effect unless all necessary steps shall have been taken so that the Holders shall thereafter be entitled to receive such number of Pan American Shares or record dateother securities or property of Pan American or of the continuing, successor or purchasing person, as the case may be, of under the Capital Reorganization and had it been the registered holder of such Warrant Shares on such effective date or record date, as the case may beReorganization, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheld.Section‌

Capital Reorganization. If and whenever at any time prior to Expiration Date during the Exercise Period there shall be a reorganization, reclassification or other change redesignation of Common Shares at any time outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a saletransfer, sale or conveyance or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash other property (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its his right to subscribe for and purchase Warrant Common Shares pursuant to the exercise of the Warrant Warrant(s) then held after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Common Shares to which the Warrantholder such holder was theretofore entitled upon such exercise, exercise the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder such holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and Warrantholder had it been the registered holder of the number of Common Shares to which such holder was theretofore entitled upon exercise of the Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j)5.2 and 5.3 hereof. If determined appropriate by the Corporation, inclusive. No acting reasonably, and subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading, appropriate adjustments to the exercise price and/or the number of Common Shares issuable on exercise shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Article 5 with respect to the rights and interests thereafter of Warrantholders to the end that the provisions set forth in this Article 5 shall thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall be completed made by and set forth in terms and conditions supplemental hereto approved by action by the Company unless directors and by the foregoing provisions of this Section 13(r) have been complied with Warrant Agent, acting reasonably, and shall for all purposes be conclusively deemed to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldappropriate adjustments.

Capital Reorganization. If and whenever If, at any time prior to Expiration Date after the date hereof and before the Acquisition Closing Date, there shall be is a reorganization, reclassification or other change of Common Shares at any time outstanding at such time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other sharesshares or into other securities), or a sale, conveyance or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation entity, or entity in which if a record date for any of the holders of Common Shares are entitled to receive sharesforegoing events occurs, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder Receiptholder who exercises its right would otherwise be entitled to subscribe for and purchase Warrant receive Common Shares pursuant to the exercise of the Warrant Subscription Receipts then held after the record date or effective date of such Capital Reorganization shall will be entitled to receive, and shall will accept for the same aggregate consideration consideration, in lieu of the number of Warrant Common Shares to which the Warrantholder such Receiptholder was theretofore entitled upon such exerciseotherwise entitled, the aggregate number of shares, units, warrants, other securities or other property, including cash, property which the Warrantholder such Receiptholder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record dateof such Capital Reorganization, as the case may be, of the Capital Reorganization and Receiptholder had it been the registered holder of the number of Common Shares to which such Warrant Shares on Receiptholder was theretofore entitled with respect to the Subscription Receipts. If determined appropriate by the Corporation, acting reasonably, appropriate adjustments will be made as a result of any such effective date or record date, as Capital Reorganization in the case may be, subject application of the provisions set forth in this Article 5 with respect to adjustment the rights and interests thereafter of the Receiptholders to the extent that the provisions set forth in accordance with provisions the same, this Article 5 will thereafter correspondingly be made applicable as nearly as may be possible, as those contained reasonable in Sections 13(a) through 13(j), inclusiverelation to any securities or property thereafter deliverable pursuant to the terms of any Subscription Receipt. No Capital Reorganization shall Any such adjustments will be completed made by and set forth in terms and conditions supplemental hereto approved by the Company unless Corporation, acting reasonably, and, absent manifest error, will for all purposes be conclusively deemed to be the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldappropriate adjustment.

Capital Reorganization. If and whenever at any time prior to Expiration Date after the date of issuance of this Warrant there shall be a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement any consolidation or merger of to which the Company with or into any other corporation or other entity (is a party, other than a consolidation, amalgamation, arrangement consolidation or a merger in which the Company is a continuing corporation and which does not result in any reclassification of the outstanding of, or change (other than a Common Shares Stock Reorganization or a change in par value) in, outstanding shares of Common Stock, or any sale or conveyance of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets property of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events event being herein called a “Capital Reorganization”"CAPITAL REORGANIZATION"), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after then, effective upon the effective date of such Capital Reorganization Reorganization, the Holder shall be have the right to purchase, upon exercise of this Warrant, the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have owned or have been entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of receive after such Capital Reorganization if this Warrant had it been exercised its right to acquire Warrant Shares immediately prior to such Capital Reorganization, assuming such holder (i) is not a person with which the effective date Company consolidated or record dateinto which the Company merged or which merged into the Company or to which such sale or conveyance was made, as the case may bebe ("CONSTITUENT PERSON"), or an Affiliate of a constituent person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Capital Reorganization (provided that if the kind or amount of securities, cash or other property receivable upon such Capital Reorganization is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or conveyance by other than a constituent person or an Affiliate thereof and had it in respect of which such rights of election shall not have been the registered holder of such Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(jexercised ("NON-ELECTING SHARE"), inclusive. No then for the purposes of this Section the kind and amount of shares of stock and other securities or other property (including cash) receivable upon such Capital Reorganization shall be completed deemed to be the kind and amount so receivable per share by a plurality of the Company unless the foregoing non-electing shares). The provisions of this Section 13(r) have been complied with 4.5 shall similarly apply to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldsuccessive Capital Reorganizations.

Capital Reorganization. If and whenever at any time prior to Expiration Date there shall be a reorganization, reclassification or other change from the date of Common Shares outstanding at such time or change issuance of the Common Shares into other shares or into other securities, Unit Warrants during the Exercise Period there is a reorganization of the Company not otherwise provided for in section 7.3 or a consolidation, amalgamation, arrangement consolidation or merger or amalgamation of the Company with or into another body corporate or other entity including a transaction whereby all or substantially all of the Company's undertaking and assets become the property of any other corporation body corporate, trust, partnership or other entity (other than any such event being a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “"Capital Reorganization”"), any Warrantholder who exercises its right has not exercised his Unit Warrants prior to subscribe for the effective date of the Capital Reorganization will be entitled to receive and purchase Warrant Shares pursuant to will accept, upon the exercise of the Warrant his right at any time after the effective date of such the Capital Reorganization shall be entitled to receiveReorganization, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore he would have been entitled upon such exerciseexercise of the Unit Warrants, the aggregate number of shares, shares or other securities or property of the Company, or the continuing, successor or purchasing body corporate, trust, partnership or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date or record dateentity, as the case may be, under the Capital Reorganization that the holder would have been entitled to receive as a result of the Capital Reorganization and if, on the effective date thereof, he had it been the registered holder of such the number of Warrant Shares on such effective date to which immediately before the transaction he was entitled upon exercise of the Unit Warrants; no Capital Reorganization will be carried into effect unless all necessary steps will have been taken so that the holders of Unit Warrants will thereafter be entitled to receive the number of shares or record dateother securities or property of the Company, or of the continuing, successor or purchasing body corporate, trust, partnership or other entity, as the case may be, under the Capital Reorganization, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j), inclusivesections 7.2 to 7.8. No Capital Reorganization shall be completed If determined appropriate by the Company unless Trustee to give effect to or to evidence the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to section 7.6, the Company, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such Capital Reorganization, enter into an agreement which confirmation shall not provide, to the extent possible, for the application of the provisions set forth in this Agreement with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Agreement shall thereafter correspondingly be unreasonably withheldmade applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any agreement entered into between the Company and the Trustee pursuant to the provisions of this section 7.6 shall be a supplemental agreement entered into pursuant to the provisions of Article 11 hereof. Any agreement entered into between the Company, any successor to the Company or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Article 7 and which shall apply to successive reclassifications, reorganizations, amalgamations, consolidations, mergers, sales or conveyances.

Capital Reorganization. If and whenever at any time after the date hereof, and prior to Expiration Date the Conversion Date, there shall be is a reorganizationsubdivision or consolidation of the Common Shares, reclassification or other change an issuance of Common Shares or securities convertible into Common Shares to all or substantially all of the holders of Common Shares by way of a stock dividend or other distribution (other than the issue of securities to the Holder or the issue of Common Shares or other securities to holders of Common Shares as a Dividend Paid in the Ordinary Course), or a reclassification of the Common Shares at any time outstanding at such time or other change of the Common Shares into other shares or into other securities, whether of the Corporation or of another body corporate, or other capital reorganization, or a consolidation, amalgamation, arrangement amalgamation or merger of the Company Corporation with or into any other corporation corporate or other entity (other than a consolidation, amalgamation, arrangement amalgamation or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders Holders of Common Shares are entitled to receive shares, other securities or property, including cash other property (any of such events being herein called a “Capital Reorganization”), any Warrantholder the Holder who exercises its the right to subscribe for and purchase Warrant Shares convert this Convertible Debenture pursuant to the exercise of the Warrant this Convertible Debenture after the effective date of such Capital Reorganization shall will be entitled to receive, and shall will accept for the same aggregate consideration in lieu of the number of Warrant Conversion Shares and Conversion Warrants to which the Warrantholder Holder was theretofore previously entitled upon such exerciseconversion into a Conversion Unit, the aggregate number of Conversion Shares and Conversion Warrants, other securities or other property which the Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the Holder of the number of Conversion Shares and Conversion Warrants into which such a Conversion Unit were convertible immediately prior to such Capital Reorganization. The Corporation will take all steps necessary to ensure that, on a Capital Reorganization, the Holder will, if it exercises its conversion rights hereto, receive the aggregate number of shares, other securities or other property, including cash, property to which the Warrantholder would have received it is entitled as a result of the Capital Reorganization. Appropriate adjustments will be made as a result of any such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior in the application of the provisions set forth in this Article 3 with respect to the effective date or record date, as the case may be, rights and interests thereafter of the Capital Reorganization and had it been Holder under this Convertible Debenture to the registered holder of such Warrant Shares on such effective date or record date, as end that the case may be, subject to adjustment provisions set forth in this Article 3 will thereafter in accordance with provisions the same, correspondingly be made applicable as nearly as may reasonably be possiblein relation to any shares, as those contained in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by other securities or other property thereafter deliverable upon the Company unless the foregoing provisions conversion of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldConvertible Debenture.

Capital Reorganization. If and whenever at any time prior to Expiration Date after the issuance of the Subscription Receipts and before the Issue Time there shall be is a reorganization, reclassification of Units or other change of Common Shares outstanding at such time or a change of the Common Shares Units (other than a Unit Reorganization) into other shares securities or into other securitiesproperty, or a consolidation, amalgamation, arrangement or merger of the Company Trust with or into any other corporation Trust or other entity (other than a consolidation, amalgamation, arrangement or merger (including a business combination or exchange of like effect) which does not result in any reclassification of the outstanding Common Shares Units or a change of the Common Shares Units into other sharessecurities or property), or a sale, conveyance or transfer of the undertaking or assets of the Company Trust as an entirety or substantially as an entirety to another corporation entity, or entity in which a record date for any of the holders of Common Shares are entitled to receive shares, other securities or property, including cash foregoing events occurs (any of such events being herein called a “Capital Reorganization”), any Warrantholder Receiptholder who exercises its right is entitled to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant receive Underlying Units after the record date or effective date of such Capital Reorganization shall will be entitled to receive, and shall will accept for the same aggregate consideration consideration, in lieu of the number of Warrant Shares Underlying Units to which the Warrantholder such Receiptholder was theretofore entitled upon such exerciseentitled, the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder such Receiptholder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record dateof such Capital Reorganization, as the case may be, of the Capital Reorganization and Receiptholder had it been the registered holder of the number of Underlying Units to which such Warrant Shares on Receiptholder was then entitled with respect to the Subscription Receipts, provided, however, that no such effective date or record dateCapital Reorganization will be carried into effect unless all necessary steps have been taken to so entitle the Receiptholders. If determined appropriate by the Trust, acting reasonably, appropriate adjustments will be made as a result of any such Capital Reorganization in the case may be, subject application of the provisions set forth in this Article 4 with respect to adjustment the rights and interests thereafter of the Receiptholders to the extent that the provisions set forth in accordance with provisions the same, this Article 4 will thereafter correspondingly be made applicable as nearly as may be possible, as those contained reasonable in Sections 13(a) through 13(j), inclusiverelation to any securities or property thereafter deliverable upon the exercise of any Subscription Receipt. No Capital Reorganization shall Any such adjustments will be completed made by and set forth in terms and conditions supplemental hereto approved by the Company unless Trust, acting reasonably, and, absent manifest error, will for all purposes be conclusively deemed to be the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldappropriate adjustment.

Capital Reorganization. If and whenever at any time after the date hereof and prior to Expiration Date the Expiry Time there shall be is a reorganizationcapital reorganization of the Corporation or a reclassification, reclassification redesignation or other change of Common Shares outstanding at such time or change of in the Common Shares into or securities (other shares or into other securities, than a Common Share Reorganization) or a consolidation, amalgamation, arrangement or merger or amalgamation of the Company Corporation with or into any other corporation or other entity (other than a consolidation, amalgamationarrangement, arrangement merger or merger amalgamation which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other sharessecurities), or a saletransfer, sale or conveyance of all or transfer substantially all of the Corporation's undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash other property (any of such events being herein called a “"Capital Reorganization”"), any Warrantholder who exercises its the holder of Warrants issued hereunder, where such holder has not exercised the right to subscribe for of subscription and purchase under this Warrant Shares pursuant certificate prior to the exercise of the Warrant after the effective date of such Capital Reorganization Reorganization, shall be entitled to receive, receive and shall accept accept, upon the exercise of such right, on such date or any time thereafter, for the same aggregate consideration in lieu of the number of Warrant Common Shares to which the Warrantholder such holder was theretofore entitled to subscribe for and purchase upon such exercisethe exercise of the Warrants, the kind and aggregate number of shares, shares and/or other securities or other property, including cash, property resulting from the Capital Reorganization which the Warrantholder such holder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record datethereof, as the case may be, of the Capital Reorganization and such holder had it been the registered holder of the number of Common Shares to which such Warrant Shares on such effective date or record dateholder was theretofore entitled to subscribe for and purchase. If necessary, as a result of any Capital Reorganization, appropriate adjustments will be made in the case may be, subject application of the provisions of this Warrant certificate with respect to adjustment the rights and interest thereafter in accordance with of such holder to the end that the provisions the same, of this Warrant certificate will thereafter correspondingly be made applicable as nearly as may reasonably be possible, as those contained possible in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by relation to any shares or other securities and/or property thereafter deliverable upon the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction exercise of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldWarrants.

Capital Reorganization. If and whenever If, at any time prior to Expiration Date after the date hereof and before the Release Time, there shall be is a reorganization, reclassification of Class B Subordinate Voting Shares at any time outstanding or other change of Common Shares outstanding at such time or a change of the Common Class B Subordinate Voting Shares into other shares or into other securitiessecurities (other than a Class B Subordinate Voting Share Reorganization), or a consolidation, reorganization, amalgamation, arrangement or merger of the Company Corporation with or into any other corporation or other entity (other than a consolidation, reorganization, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Class B Subordinate Voting Shares or a change of the Common Class B Subordinate Voting Shares into other sharesshares or into other securities or other assets), or a sale, conveyance or transfer of all or substantially all of the undertaking or assets of the Company as an entirety or substantially as an entirety Corporation to another corporation entity, or entity in which if a record date for any of the holders of Common Shares are entitled to receive sharesforegoing events occurs, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder Receiptholder who exercises its right would otherwise be entitled to subscribe for and purchase Warrant receive Underlying Class B Subordinate Voting Shares pursuant to the exercise of the Warrant Subscription Receipts then held after the record date or effective date of such Capital Reorganization shall will be entitled to receive, and shall will accept for the same aggregate consideration consideration, in lieu of the number of Warrant Underlying Class B Subordinate Voting Shares to which the Warrantholder such Receiptholder was theretofore entitled upon such exerciseotherwise entitled, the aggregate number of shares, units, warrants, other securities or other property, including cash, property which the Warrantholder such Receiptholder would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date or record dateof such Capital Reorganization, as the case may be, of the Capital Reorganization and Receiptholder had it been the registered holder of the number of Underlying Class B Subordinate Voting Shares to which such Warrant Shares on Receiptholder was theretofore entitled with respect to the Subscription Receipts, provided however, that no such effective date or record dateCapital Reorganization will be carried into effect unless all necessary steps have been taken to so entitle the Receiptholder. If determined appropriate by the Corporation, acting reasonably, appropriate adjustments will be made as a result of any such Capital Reorganization in the case may be, subject application of the provisions set forth in this Article 5 with respect to adjustment the rights and interests thereafter of the Receiptholders to the extent that the provisions set forth in accordance with provisions the same, this Article 5 will thereafter correspondingly be made applicable as nearly as may be possible, as those contained reasonable in Sections 13(a) through 13(j), inclusiverelation to any securities or property thereafter deliverable pursuant to the terms of any Subscription Receipt. No Capital Reorganization shall Any such adjustments will be completed made by and set forth in terms and conditions supplemental hereto approved by the Company unless Corporation, acting reasonably, and, absent manifest error, will for all purposes be conclusively deemed to be the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheldappropriate adjustment.

Capital Reorganization. If and whenever at any time after the date hereof and prior to Expiration the Maturity Date there shall be is a reorganization, reclassification or other change of the Common Shares outstanding at such any time or a change of the Common Shares into other shares or into other securitiessecurities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company Borrower with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company Borrower as an entirety or substantially as an entirety to another corporation or other entity (in which the holders of Common Shares are entitled to receive sharesthis Article 5 -, other securities or property, including cash (any of such events being herein called events, a “"Capital Reorganization”"), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares the Administrative Agent, upon exercising the conversion privilege pursuant to the exercise of the Warrant Section 5.2 after the effective date of such Capital Reorganization Reorganization, shall be entitled to receive, and shall accept for the same aggregate consideration receive in lieu of the number of Warrant Common Shares to which the Warrantholder Administrative Agent (on behalf of the Lender) was theretofore entitled upon such exerciseconversion, the aggregate number of shares, other securities or other property, including cash, property which the Warrantholder Administrative Agent (on behalf of the Lender) would have received been entitled to receive as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to if, on the effective date thereof, the Administrative Agent or record dateits nominees and assignees, as the case may beapplicable, of the Capital Reorganization and had it been the registered holder of the number of Common Shares to which the Administrative Agent was theretofore entitled upon conversion of the outstanding Principal Amount, any accrued but unpaid interest and any Fees. Appropriate adjustments shall be made as a result of any such Warrant Shares on such effective date or record date, as Capital Reorganization in the case may be, subject application of the provisions set forth in this Section 5.3 with respect to adjustment the rights and interests thereafter of the Administrative Agent to the end that the provisions set forth in accordance with provisions the same, this Section 5.3 shall thereafter correspondingly be made applicable as nearly as may reasonably be possiblepracticable in relation to any shares, as those contained in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by other securities or other property thereafter deliverable upon the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction exercise of the Warrantholder conversion privilege. Any such adjustment must be made by and set forth in an amendment to this Agreement approved by action of the Warrantholder has confirmed directors of the same in writing Borrower and shall for all purposes be conclusively deemed to the Company, which confirmation shall not be unreasonably withheldan appropriate adjustment.