Common use of Regulations Clause in Contracts

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the following: (a) voting by proxy by Debentureholders, the form of the instrument appointing a proxyholder (which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholder; (b) the deposit of instruments appointing proxyholders at such place as the Debenture Trustee, the Corporation or the Debentureholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be deposited; (c) the deposit of instruments appointing proxyholders at an approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders to be provided before the meeting to the Corporation or to the Debenture Trustee at the place at which the meeting is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (d) generally for the calling of a meeting of Debentureholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debentures, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture TrusteeSubject to the provisions of this Agreement, the Warrant Agent, or the Corporation Company with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time vary such regulations as it the Warrant Agent, or the Company with the approval of the Warrant Agent, shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting for the purpose of determining Warrant holders entitled to receive notice of and to vote at the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdermeeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Warrant Agent stating that the Global Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of the Global Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeWarrant Agent, the Corporation Company or the Debentureholders Warrant holders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or sent by facsimile before the meeting to the Corporation Company or to the Debenture Trustee Warrant Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Warrant holders and the conduct of business thereat. . (g) Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Warrant holder, or as be entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Warrant holders or their proxiescounsel, or persons holding proxies of Warrant holders.

Regulations. (a) The Debenture TrusteeAgent, or the Corporation with the approval of the Debenture TrusteeAgent, may from time to time make and from time to time or vary such regulations as it shall from time to time think fit providing for or governing the followingthinks fit: (ai) for the issue of voting certificates by any bank, trust company or other depository satisfactory to the Agent stating that the Warrants specified therein have been deposited with it by a named Person and will remain on deposit until a specified date, which voting certificates will entitle the Persons named therein to be present and vote at any meeting of Warrantholders and at any adjournment thereof held before that date or to appoint a proxy by Debentureholders, or proxies to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Warrants specified therein; (ii) for the form of the instrument appointing a proxyholder (which shall be in writing) and proxy, the manner in which it may must be executed, and verification of the authority to be provided by any of a Person signing a proxy who executes it on behalf of a DebentureholderWarrantholder; (biii) governing the deposit of places at which and the times by which voting certificates or instruments appointing proxyholders at such place as the Debenture Trustee, the Corporation or the Debentureholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall proxies must be deposited; (civ) for the deposit of voting certificates or instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates or instruments appointing proxyholders proxies to be provided sent by mail, facsimile or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation or to the Debenture Trustee Agent at the place at which where the meeting is to be held and for the voting of pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting; and (dv) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. thereof. (b) Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save . (c) Except as such regulations may provide, the only Persons who shall will be recognized at any a meeting as the holders of any DebenturesWarrants, or as entitled to vote or or, subject to Section 8.10, be present at the meeting in respect thereof, shall will be Debentureholders and Persons whom Debentureholders have by instrument in writing the registered holders of such Warrants or their duly appointed as their proxies.

Regulations. The Debenture TrusteeEscrow Agent, or the Corporation Trust with the approval of the Debenture TrusteeEscrow Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeEscrow Agent, the Corporation Trust or the Debentureholders Receiptholders, convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation Trust or to the Debenture Trustee Escrow Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Receiptholders or their proxiescounsel, or proxies of Receiptholders.

Regulations. The Debenture Trustee7.8.1 Subject to the provisions of this Indenture, the Warrant Agent, or the Corporation with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (meeting for the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting; b) the issue of voting certificates by any bank, trust company or other depository satisfactory to the Warrant Agent stating that the Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall be in writing) and entitle the manner in which it may be executed, and the authority persons named therein to be provided by present and vote at any Person signing such meeting and at any adjournment thereof or to appoint a proxy on behalf or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of a Debentureholderthe Warrant Certificates specified therein; (bc) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeWarrant Agent, the Corporation or the Debentureholders Registered Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation or to the Debenture Trustee Warrant Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Registered Warrantholders and the conduct of business thereat. . 7.8.2 Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Registered Warrantholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesRegistered Warrantholders or proxies of Registered Warrantholders.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation or the Debentureholders Receiptholders, convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, telecopied or electronically delivered before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 8.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Receiptholders or their proxiescounsel, or proxies of Receiptholders.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation Company with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form of the instrument appointing a proxyholder (which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf setting of a Debentureholderrecord date for a meeting for the purpose of determining the holders entitled to receive notice of and to vote at the meeting; (b) the form of the instrument of proxy; (c) for the deposit of instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation Company or the Debentureholders holders convening the meeting, as the case may be, may, may in the notice convening the meetingmeeting direct, direct which shall entitle the persons named therein to be present and the time, if any, before the holding of vote at the meeting or and at any adjustment adjournment thereof by which in the same shall be depositedmanner and with the same effect as though the persons so named in the proxy were the actual holders specified therein; (cd) for the deposit of instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such the instruments appointing proxyholders proxies to be provided sent by mail, facsimile or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation Company or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (de) generally for the calling of a meeting meetings of Debentureholders holders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Subscription Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 8.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as holders or their proxiesCounsel, or proxies of holders.

Regulations. 11.8.1 The Debenture TrusteeSpecial Warrant Agent, or the Corporation with the approval of the Debenture TrusteeSpecial Warrant Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (meeting for the purpose of determining Registered Special Warrantholders entitled to receive notice of and to vote at the meeting; b) the issue of voting certificates by any bank, trust company or other depository satisfactory to the Special Warrant Agent stating that the Special Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall be in writing) and entitle the manner in which it may be executed, and the authority persons named therein to be provided by present and vote at any Person signing such meeting and at any adjournment thereof or to appoint a proxy on behalf or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of a Debentureholderthe Special Warrant Certificates specified therein; (bc) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSpecial Warrant Agent, the Corporation or the Debentureholders Registered Special Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation or to the Debenture Trustee Special Warrant Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Registered Special Warrantholders and the conduct of business thereat. . 11.8.2 Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Registered Special Warrantholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 11.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesRegistered Special Warrantholders or proxies of Registered Special Warrantholders.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the following: (a) voting by proxy by DebentureholdersOwner undertakes that, the form subject as provided in sections 22.3 and 35(b), it will comply in all respects with provisions of port, harbor, canal and jetty bylaws, regulations, conditions of port use, and other requirements of the instrument appointing a proxyholder (which shall be in writing) and harbor/port authorities at harbors/ports nominated by Charterer pursuant to the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf terms of a Debentureholder;this Charter. (b) If Charterer directs the deposit Vessel to any port other than a Primary Terminal, Charterer shall give Owner reasonable advance notice of instruments appointing proxyholders such change in trade to permit Owner to comply, at Charterer’s expense, with the requirements of this Article 35 and of Article 37 to the extent such place as the Debenture Trustee, the Corporation requirements are different for voyages to or the Debentureholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be deposited;from a Primary Terminal. (c) Owner undertakes that the deposit of instruments appointing proxyholders at an approved place or places other than Vessel will have been constructed and after the place at Delivery Date the Vessel shall be maintained in a manner which will permit clearance for entry with the authorities in the countries in which the meeting is Primary Terminals are located (the “Primary Terminal Entry Requirements”). Owner shall inform Charterer in writing no later than ***** prior to the Scheduled Delivery Date (and promptly after Owner becomes aware of new Primary Terminal Entry Requirements for an LNGRV Buoy) of any Primary Terminal Entry Requirements which Owner believes are atypical in the LNG industry (i.e., a substantial deviation from clearance standards generally applicable to LNG vessels trading in established LNG routes), and promptly thereafter Owner and Charterer shall discuss such atypical Primary Terminal Entry Requirements and any action to be held taken by the parties to ensure Owner’s compliance therewith in accordance with the provisions of this Charter. If the Charterer orders the Vessel to a Primary Terminal outside the Designated Trade (a “Non-Designated Trade Terminal”) and enabling particulars the Primary Terminal Entry Requirements for the Non-Designated Trade Terminal are substantially different from the clearance standards for Primary Terminals in the Designated Trade, the Charterer shall give Owner reasonable advance notice (not less than ***** days prior to the time of arrival at the Non-Designated Trade Terminal) to permit Owner to comply with Primary Terminal Entry Requirements for the Non-Designated Trade Terminal. (d) Notwithstanding section 35(c), if despite Owner’s continuing best efforts the Vessel fails to meet all of the entry requirements of the United States Coast Guard or of the similar authority for any other jurisdiction for its initial voyage into the territorial waters of such instruments appointing proxyholders jurisdiction and such denial of approval relates solely to the configuration of the Vessel for the discharge of regasified LNG in the territorial waters of such jurisdiction (hereafter a “Coast Guard Denial”), then: (i) any offshore unloading facility or LNGRV Buoy suitable for the discharge of regasified LNG located in the territorial waters of such jurisdiction shall be deemed to be provided before excluded from the meeting to the Corporation or to the Debenture Trustee at the place at which the meeting definition of “Primary Terminals” for all purposes of this Charter until such time as such Coast Guard Denial is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meetingreversed; and (dii) generally Owner shall use continuing best efforts to reverse the Coast Guard Denial, and shall periodically provide Charterer written updates as to its actions in such regard. (e) Owner shall use reasonable endeavours to assist Charterer to obtain approvals and permits of Governmental Authorities for the calling of a meeting of Debentureholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders siting of any Debenturesoffshore loading facility, offshore unloading facility or as entitled to vote LNGRV Buoy suitable for berthing, loading or be present at the meeting in respect thereof, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesunloading an LNGRV.

Regulations. The Debenture TrusteeEscrow Agent, or the Corporation CGI with the approval of the Debenture TrusteeEscrow Agent, may from time to time make and from time to time vary or revoke such regulations as it shall from time to time think fit providing for or governing the followingand governing: (a) voting by proxy by Debentureholders, the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting; (b) the form of the instrument appointing a proxyholder (proxy, which shall be in writing) , and the manner in which it may the same shall be executed, executed and the production of the authority to be provided by of any Person person signing a proxy on behalf of a DebentureholderReceiptholder; (bc) the deposit of instruments appointing proxyholders proxies at such place as the Debenture TrusteeEscrow Agent, the Corporation CGI or the Debentureholders Receiptholder convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment adjournment thereof by which the same shall must be deposited; (cd) the deposit of instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, faxed, emailed or otherwise sent electronically before the meeting to the Corporation CGI or to the Debenture Trustee Escrow Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (de) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any DebenturesSubscription Receipts, or as entitled to vote or be present at the meeting in respect thereof, thereof shall be Debentureholders Receiptholders and Persons persons whom Debentureholders Receiptholders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation or the Debentureholders Receiptholders, convening the meeting, as the case may be, may, may direct in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be deposited; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or sent via facsimile before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and (df) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), as applicable, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing Receiptholders or their counsel, or duly appointed as their proxiesproxies of Receiptholders.

Regulations. The Debenture (1) Subject to the provisions of this Indenture, the Trustee, or the Corporation Kinross with the approval of the Debenture Trustee, may from time to time make and from time to time or vary such regulations as it shall from time to time think fit providing for or governing the followingthinks fit: (a) for the issue of voting certificates by any bank, trust company or other depository satisfactory to the Trustee stating that the Warrants specified therein have been deposited with it by a named person and will remain on deposit until a specified date, which voting certificates will entitle the persons named therein to be present and vote at any meeting of Warrantholders and at any adjournment thereof held before that date or to appoint a proxy by Debentureholders, or proxies to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the persons so named in such voting certificates were the actual Warrantholders specified therein; (b) for the form of the instrument appointing a proxyholder (which shall be in writing) and proxy, the manner in which it may must be executed, and verification of the authority to be provided by any Person signing of a proxy person who executes it on behalf of a DebentureholderWarrantholder; (bc) governing the deposit of places at which and the times by which voting certificates or instruments appointing proxyholders at such place as the Debenture Trustee, the Corporation or the Debentureholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall proxies must be deposited; (cd) for the deposit of voting certificates or instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates or instruments appointing proxyholders proxies to be provided sent by mail, cable, telex or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation Kinross or to the Debenture Trustee at the place at which where the meeting is to be held and for the voting of pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting; and (de) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. thereof. (2) Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save . (3) Except as such regulations may provide, the only Persons persons who shall will be recognized at any a meeting as the holders of any DebenturesWarrants, or as entitled to vote or or, subject to Section 8.9, be present at the meeting in respect thereof, shall will be Debentureholders and Persons whom Debentureholders have by instrument in writing the registered holders of such Warrants or their duly appointed as their proxies.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the following: (a) voting by proxy by DebentureholdersOwner undertakes that, the form subject as provided in sections 22.3 and 35(b), it will comply in all respects with provisions of port, harbour, canal and jetty bylaws, regulations, conditions of port use, and other requirements of the instrument appointing a proxyholder (which shall be in writing) and port/port authorities at harbours/ports nominated by Charterer pursuant to the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf terms of a Debentureholder;this Charter. (b) If Charterer directs the deposit Vessel to any port other than a Primary Terminal, Charterer shall give Owner reasonable advance notice of instruments appointing proxyholders such change in trade to permit Owner to comply, at Charterer’s expense, with the requirements of this Article 35 and of Article 37 to the extent such place as the Debenture Trustee, the Corporation requirements are different for voyages to or the Debentureholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be deposited;from a Primary Terminal. (c) Owner undertakes that the deposit of instruments appointing proxyholders at an approved place or places other than Vessel will have been constructed and after the place at Delivery Date the Vessel shall be maintained in a manner which will permit clearance for entry with the authorities in the countries in which the meeting is Primary Terminals are located (the “Primary Terminal Entry Requirements”). Owner shall inform Charterer in writing no later than ***** prior to the Scheduled Delivery Date (and promptly after Owner becomes aware of new Primary Terminal Entry Requirements for an LNGRV Buoy) of any Primary Terminal Entry Requirements which Owner believes are atypical in the LNG industry (i.e., a substantial deviation from clearance standards generally applicable to LNG vessels trading in established LNG routes), and promptly thereafter Owner and Charterer shall discuss such atypical Primary Terminal Entry Requirements and any action to be held taken by the parties to ensure Owner’s compliance therewith in accordance with the provisions of this Charter. If the Charterer orders the Vessel to a Primary Terminal outside the Designated Trade (a “Non-Designated Trade Terminal”) and enabling particulars the Primary Terminal Entry Requirements for the Non-Designated Trade Terminal are substantially different from the clearance standards for Primary Terminals in the Designated Trade, the Charterer shall give Owner reasonable advance notice (not less than ***** days prior to the time of arrival at the Non-Designated Trade Terminal) to permit Owner to comply with Primary Terminal Entry Requirements for the Non-Designated Trade Terminal. (d) Notwithstanding section 35(c), if despite Owner’s continuing best efforts the Vessel fails to meet all of the entry requirements of the United States Coast Guard or of the similar authority for any other jurisdiction for its initial voyage into the territorial waters of such instruments appointing proxyholders jurisdiction and such denial of approval relates solely to the configuration of the Vessel for the discharge of regasified LNG in the territorial waters of such jurisdiction (hereafter a “Coast Guard Denial”), then: (i) any offshore unloading facility or LNGRV Buoy suitable for the discharge of regasified LNG located in the territorial waters of such jurisdiction shall be deemed to be provided before excluded from the meeting to the Corporation or to the Debenture Trustee at the place at which the meeting definition of “Primary Terminals” for all purposes of this Charter until such time as such Coast Guard Denial is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meetingreversed; and (dii) generally Owner shall use continuing best efforts to reverse the Coast Guard Denial, and shall periodically provide Charterer written updates as to its actions in such regard. (e) Owner shall use reasonable endeavours to assist Charterer to obtain approvals and permits of Governmental Authorities for the calling of a meeting of Debentureholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders siting of any Debenturesoffshore loading facility, offshore unloading facility or as entitled to vote LNGRV Buoy suitable for berthing, loading or be present at the meeting in respect thereof, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesunloading an LNGRV.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time time, may make and from time to time or vary such regulations as it they shall from time to time think fit providing for or governing the followingfit: (a) voting by proxy by Debentureholders, the form of the instrument appointing a proxyholder (which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholder; (b) for the deposit of instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation or the Debentureholders Subscription Receiptholders convening the meeting, as the case may be, may, may in the notice convening the meetingmeeting direct, direct which shall entitle the persons named therein to be present and vote at the time, if any, before meeting and at any adjournment thereof in the holding same manner and with the same effect as though the persons so named in the proxy were the actual holders of the meeting or any adjustment thereof by which the same shall be depositedSubscription Receipts specified therein; (cb) for the deposit of instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such the instruments appointing proxyholders proxies to be provided sent by mail, facsimile or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (c) for the form of instrument appointing a proxy and the manner in which the form of proxy may be executed; and (d) generally for the calling of a meeting meetings of Debentureholders Subscription Receiptholders and the conduct of business thereatthereat including setting a record date for Subscription Receiptholders entitled to receive notice of or to vote at such meeting. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such the regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any DebenturesSubscription Receipts, or as entitled to vote or or, subject to section 9.10, be present at the meeting in respect thereof, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing persons who are the registered holders of Subscription Receipts or their duly appointed as their proxies.

Regulations. The Debenture Trustee, or the Corporation Company with the approval of the Debenture Trustee, may from time to time make and from time to time or vary such regulations as it shall from time to time will think fit providing for or and governing the following: (a) the issue of voting certificates: (i) by any bank, trust company or other depositary approved by the Trustee, certifying that specified Warrants have been deposited with it by a named holder and will remain on deposit until after the meeting; (ii) by any bank, trust company, insurance company, governmental department or agency approved by the Trustee, certifying that it is the holder of specified Warrants and will continue to hold the same until after the meeting; which voting certificates will entitle the holders named therein to be present and vote at any meeting and at any adjournment thereof or to appoint a proxy by Debentureholdersor proxies to represent them and vote for them at any meeting and at any adjournment thereof, in the same manner and with the same effect as though the holders named in the voting certificates were the actual holders of the specified Warrants; (b) the form of the instrument appointing a proxyholder proxy (which shall will be in writing) and ), the manner in which it may the same will be executed, executed and the form of any authority to be provided by any Person signing under which a person executes a proxy on behalf of a Debentureholder; (b) the deposit of instruments appointing proxyholders at such place as the Debenture Trustee, the Corporation or the Debentureholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositedWarrantholder; (c) the deposit of voting certificates, instruments appointing proxyholders proxies or authorities at an approved such place or places as the Trustee (or the Company or Warrantholders in case the meeting is convened by the Company or the Warrantholders, as the case may be) may in the notice convening the meeting direct and the time (if any) before the holding of the meeting or adjourned meeting at which the same will be deposited; (d) the deposit of voting certificates or instruments appointing proxies at some place or places other than the place at which the meeting is to be held and enabling for particulars of such the voting certificates or instruments appointing proxyholders proxies to be provided faxed or notified by other means of communication before the meeting to the Corporation Company or to the Debenture Trustee at the place at which the meeting is to be held and for the voting of voting certificates and proxies so deposited as though if the voting certificates or the instruments themselves were produced at the meetingmeeting or deposited at any other place required pursuant to Paragraph 9.11(c); and (de) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save Except as such the regulations may provide, the only Persons persons who shall will be recognized at any meeting as the holders of any DebenturesWarrants, or as entitled to vote or to be present at the meeting in respect thereof, shall will be Debentureholders registered Warrantholders and Persons persons whom Debentureholders registered Warrantholders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture Trustee, or the Corporation Company with the approval of the Debenture Trustee, may from time to time make and from time to time or vary such regulations as it shall from time to time will think fit providing for or and governing the following: (a) the issue of voting certificates: (i) by any bank, trust company or other depositary approved by the Trustee, certifying that specified Warrants have been deposited with it by a named holder and will remain on deposit until after the meeting; (ii) by any bank, trust company, insurance company, governmental department or agency approved by the Trustee, certifying that it is the holder of specified Warrants and will continue to hold the same until after the meeting; which voting certificates will entitle the holders named therein to be present and vote at any meeting and at any adjournment thereof or to appoint a proxy by Debentureholdersor proxies to represent them and vote for them at any meeting and at any adjournment thereof, in the same manner and with the same effect as though the holders named in the voting certificates were the actual holders of the specified Warrants; (b) the form of the instrument appointing a proxyholder proxy (which shall will be in writing) and ), the manner in which it may the same will be executed, executed and the form of any authority to be provided by any Person signing under which a person executes a proxy on behalf of a Debentureholder; (b) the deposit of instruments appointing proxyholders at such place as the Debenture Trustee, the Corporation Series A or the Debentureholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositedSeries B Warrantholder; (c) the deposit of voting certificates, instruments appointing proxyholders proxies or authorities at an approved such place or places as the Trustee (or the Company or Series A or Series B Warrantholders in case the meeting is convened by the Company or the Series A or Series B Warrantholders, as the case may be) may in the notice convening the meeting direct and the time (if any) before the holding of the meeting or adjourned meeting at which the same will be deposited; (d) the deposit of voting certificates or instruments appointing proxies at some place or places other than the place at which the meeting is to be held and enabling for particulars of such the voting certificates or instruments appointing proxyholders proxies to be provided faxed or notified by other means of communication before the meeting to the Corporation Company or to the Debenture Trustee at the place at which the meeting is to be held and for the voting of voting certificates and proxies so deposited as though if the voting certificates or the instruments themselves were produced at the meetingmeeting or deposited at any other place required pursuant to Paragraph 9.11(c); and (de) generally for the calling of a meeting meetings of Debentureholders Series A or Series B Warrantholders and the conduct of business thereat. Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save Except as such the regulations may provide, the only Persons persons who shall will be recognized at any meeting as the holders of any DebenturesSeries A or Series B Warrants, as the case may be, or as entitled to vote or to be present at the meeting in respect thereof, shall will be Debentureholders registered Series A or Series B Warrantholders and Persons persons whom Debentureholders registered Series A or Series B Warrantholders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture Trustee, Trustee or the Corporation with the approval of the Debenture Trustee, Trustee may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfit: (a) for the issue of voting certificates: (i) by any bank, trust company or other depositary approved by the Trustee certifying that specified unregistered Debt Securities have been deposited with it by a named holder and will remain on deposit until after the meeting and any adjournment thereof; and (ii) by any bank, trust company, insurance company, governmental department or agency approved by the Trustee certifying that it is the holder of specified unregistered Debt Securities and will continue to hold the same until after the meeting and any adjournment thereof; which voting certificates shall entitle the holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy by Debentureholdersor proxies to represent them and vote for them at any such meeting and at any adjournment thereof, in the form same manner and with the same effect as though the holders so named in such voting certificates were the actual bearers of the instrument appointing a proxyholder (which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a DebentureholderDebt Securities specified therein; (b) for the deposit of voting certificates and/or instruments appointing proxyholders proxies at such place as the Debenture Trustee, the Corporation or the Debentureholders Debt Security holders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be deposited;direct; and (c) for the deposit of voting certificates and/or instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates and/or instruments appointing proxyholders proxies to be provided mailed, telecopied or sent by other means of recorded communication before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (d) generally for the calling of a meeting of Debentureholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any DebenturesDebt Securities, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders Persons who produce unregistered Debt Securities at the meeting and the registered Debt Security holders and Persons whom Debentureholders registered Debt Security holders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture TrusteeWarrant Agent, or the Corporation with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time vary such regulations as it or they shall from time consider appropriate for 8.8.1 the issue of voting instruments by any bank, trust company or other depositary satisfactory to time think fit providing the Warrant Agent stating that the Warrants specified therein have been deposited with it by a named person and shall remain on deposit until after the meeting, which voting instrument shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for or governing them at any such meeting and at any adjournment thereof in the following: (a) same manner and with the same effect as though the persons so named in such voting by proxy by Debentureholders, instruments were the form actual holder of the instrument appointing a proxyholder (which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a DebentureholderWarrants specified therein; (b) 8.8.2 the deposit of voting instruments appointing proxyholders and proxy forms at such place and time as the Debenture TrusteeWarrant Agent, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (c) 8.8.3 the deposit of voting instruments appointing proxyholders and proxy forms at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxy forms to be provided mailed or telecopied before the meeting to the Corporation or to the Debenture Trustee Warrant Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments proxy forms themselves were produced at the meeting; 8.8.4 the form of proxy; and (d) 8.8.5 generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Warrantholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 8.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesWarrantholders or persons holding proxies of Warrantholders.

Regulations. The Debenture TrusteeSubject to compliance with the provisions of this Indenture, the Warrant Agent, or the Corporation with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time make and vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument record date for a meeting for the purpose of determining Warrantholders entitled to receive notice of and to vote at the meeting; (b) governing the places at which and the times by which voting certificates or instruments appointing proxies must be deposited; (c) for Warrantholders to appoint a proxyholder proxy or proxies to represent them and vote for them at any such meeting (which shall be in writingand any adjournment thereof) and the manner in which it may same is to be executed, and for the production of the authority to be provided by of any Person persons signing a proxy on behalf of a Debentureholderthe Warrantholder appointing them; (bd) the deposit of instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeWarrant Agent, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (ce) the deposit of instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or sent by facsimile before the meeting to the Corporation or to the Debenture Trustee Warrant Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (f) the form of the instrument of proxy or the manner in which it must be executed; and (dg) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Warrantholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders Warrantholders, their authorized representatives or attorneys and Persons whom Debentureholders have by instrument in writing duly appointed as their proxieslegal counsel, or proxies of Warrantholders.

Regulations. (1) The Debenture TrusteeSubscription Receipt Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation or the Debentureholders Receiptholders, convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, telecopied or otherwise sent electronically before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and (df) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. . (2) Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 8.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing Receiptholders or their counsel, or duly appointed as their proxiesproxies of Receiptholders.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation or the Debentureholders Receiptholders, convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, faxed or otherwise sent electronically before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Receiptholders or their proxiescounsel, or proxies of Receiptholders.

Regulations. The Debenture Trustee(a) Subject to the provisions of this Indenture, the Warrant Agent or the Corporation with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfit: (ai) for the issue of voting certificates by any bank, trust company or other depositary approved by the Warrant Agent certifying that specified Warrants have been deposited with it by a named holder and will remain on deposit until after the meeting of Warrantholders, which voting certificates shall entitle the holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy by Debentureholders, or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the form same manner and with the same effect as though the holders so named in such voting certificates were the actual holders of the instrument appointing Warrant specified therein; (ii) for Warrantholders to appoint a proxyholder (which shall be in writing) proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof and the manner in which it may same shall be executed, and for the production of the authority to be provided by of any Person Persons signing a proxy on behalf of a Debentureholderthe grantor of such proxy; (biii) for the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeWarrant Agent, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of calling the meeting or any adjustment thereof by which the same shall be depositeddirect; (civ) for the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting of Warrantholders is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, delivered or sent by facsimile transmission before the meeting to the Corporation or to the Debenture Trustee Warrant Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (v) for the form of the voting certificates and instrument of proxy; and (dvi) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. . (b) Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, or as may be expressly provided for herein, the only Persons who shall be recognized at any meeting as the holders of any Debenturesa Warrantholder, or as be entitled to vote or be present at the meeting in respect thereof, thereof (subject to Section 9.9) shall be Debentureholders and Warrantholders or Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesholding voting certificates or instruments of proxy of Warrantholders.

Regulations. The Debenture Trustee, Trustee or the Corporation Company with the approval of the Debenture Trustee, Trustee may from time to time make and from time to time or vary such regulations as it shall from time to time they will think fit providing for or governing the followingfit: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting for the purpose of determining Special Warrantholders entitled to receive notice of and to vote at the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdermeeting; (b) for the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Trustee stating that the Special Warrants specified therein have been deposited with the depository by a named person and will remain on deposit until after the meeting, which voting certificates will entitle the persons named therein to be present and vote at the meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at that meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in the voting certificates were the actual holders of the Special Warrants specified therein; (c) for the deposit of voting certificates and/or instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation Company or the Debentureholders Special Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) for the deposit of voting certificates and/or instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such the voting certificates and/or instruments appointing proxyholders proxies to be provided sent by mail, cable, telex or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation Company or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) for the form of instrument appointing a proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Special Warrantholders and the conduct of business thereat. Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save Except as such the regulations may provide, the only Persons persons who shall will be recognized at any meeting as the holders of any DebenturesSpecial Warrants, or as entitled to vote or or, subject to section 11.10, be present at the meeting in respect thereof, shall will be Debentureholders and Persons whom Debentureholders have by instrument in writing persons who are the registered holders of Special Warrants or their duly appointed as their proxies.

Regulations. The Debenture TrusteeApplicant represents and warrants that, or the Corporation in connection with the approval of the Debenture Trustee, may from time to time make this Investment Agreement and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingall related matters: (a) voting by proxy by Debentureholdersit is knowledgeable of all laws and regulations applicable to this Investment Agreement, including but not limited to the form of the instrument appointing a proxyholder U.S. Export Administration Regulations (which shall be EAR), U.S. International Traffic in writingArms Regulations (ITAR) and the manner in which it may be executedCanadian Export and Import Permits Act (EIPA) and its regulations including the Export Control List (ECL), the Nuclear Safety and Control Act (NSCA) and its regulations including the Nuclear Non-proliferation Import and Export Control Regulations (NNIECR), and the authority Defence Production Act as updated from time to be provided by any Person signing a proxy on behalf time (collectively the “Export Control Laws”) and will comply with the Export Control Laws both during the Term of a Debentureholderthis Investment Agreement and thereafter; (b) the deposit Applicant shall not incorporate any deliverable provided by Alberta Innovates, whether goods or services, tangible or intangible, for the benefit or advantage (directly or indirectly) of instruments appointing proxyholders at any person, firm, industry, or governmental entity as prohibited by Export Control Laws and will undertake reasonable commercial efforts to ensure any third party end- users of such place as deliverables agree to the Debenture Trustee, the Corporation or the Debentureholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositedsame; (c) the deposit Applicant is not presently aware of instruments appointing proxyholders at an approved place any request from a person, firm, industry, or places other than the place at which the meeting is governmental entity to be held and enabling particulars of such instruments appointing proxyholders utilize or incorporate any materials to be provided before by Alberta Innovates in a manner prohibited by the meeting to Export Control Laws and the Corporation or to Applicant shall immediately advise Alberta Innovates should such request materialize, both during the Debenture Trustee at the place at which the meeting is to be held Term of this Investment Agreement and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; andthereafter; (d) generally the Applicant shall apply for and obtain any necessary license or authorization to the calling extent required under the Export Control Laws, both during the Term of this Investment Agreement and thereafter; (e) the Applicant shall maintain adequate record keeping practices and internal controls to ensure compliance with this Section 15, including the ability to demonstrate compliance through proper record keeping, and for this purpose Alberta Innovates shall have the right to confirm compliance by audit, both during the Term of this Investment Agreement and for five (5) years thereafter; (f) the Applicant will indemnify and save harmless Alberta Innovates, its affiliates and/or successors, from any and all claims, losses, damages, costs (including legal costs on a meeting solicitor and his own client full indemnity basis), expenses, penalties, fines and sanctions caused or contributed to by the Applicant’s breach or violation of Debentureholders and the conduct Export Control Laws or any related undertakings under this Section 15. (g) This section will survive termination or expiry of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debentures, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesthis Investment Agreement.

Regulations. The Debenture TrusteeWarrant Agent, or the Corporation with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time or vary such regulations as it shall from time to time think fit providing for or and governing the following: (a) the issue of voting certificates: (i) by any bank, trust company or other depository approved by the Warrant Agent, certifying that specified Warrants have been deposited with it by a named holder and will remain on deposit until after the meeting; or (ii) by any bank, trust company, insurance company, governmental department or agency approved by the Warrant Agent, certifying that it is the holder of specified Warrants and will continue to hold the same until after the meeting; (b) which voting certificates shall entitle the holders named therein to be present and vote at any meeting and at any adjournment thereof or to appoint a proxy by Debentureholdersor proxies to represent them and vote for them at any meeting and at any adjournment thereof, in the same manner and with the same effect as though the holders named in the voting certificates were the actual holders of the specified Warrants; (c) the form of the instrument appointing a proxyholder proxy (which shall be in writing) and ), the manner in which it may the same shall be executed, executed and the form of any authority to be provided by any Person signing under which a person executes a proxy on behalf of a DebentureholderWarrantholder; (bd) the deposit of certificates, instruments appointing proxyholders proxies or authorities at such place or places as the Debenture Trustee, Warrant Agent (or the Corporation or Warrantholders in case the meeting is convened by the Corporation or the Debentureholders convening the meetingWarrantholders, as the case may be, may, ) may in the notice convening the meeting, meeting direct and the time, time (if any, ) before the holding of the meeting or any adjustment thereof by adjourned meeting at which the same shall be deposited; (ce) the deposit of voting certificates or instruments appointing proxyholders proxies at an approved some place or places other than the place at which the meeting is to be held and enabling for particulars of such the voting certificates or instruments appointing proxyholders proxies to be provided cabled or telegraphed or notified by other means of communication before the meeting to the Corporation or to the Debenture Trustee at the place at which the meeting is to be held Warrant Agent and for the voting of voting certificates and proxies so deposited as though if the voting certificates or the instruments themselves were produced at the meetingmeeting or deposited at any other place required pursuant to subsection (c); and (df) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such the regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any DebenturesWarrants, or as entitled to vote or to be present at the meeting in respect thereof, shall be Debentureholders registered Warrantholders or their counsel and Persons persons whom Debentureholders registered Warrantholders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture Trustee(a) Subject to the Trustee having sent a copy of any proposed regulations to all applicable Holders with the notice of meeting given pursuant to Section 10.02, the Trustee or the Corporation Issuer (with the approval of the Debenture Trustee, ) may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingand governing: (a1) the voting by proxy by Debentureholders, the Holders and form of the instrument appointing a proxyholder (which shall be in writing) proxies where authorized under such regulations and the manner in which it may the same shall be executed, and for the production of the authority to be provided by of any Person person signing a proxy on behalf of a Debentureholderthe giver of such proxy; (b2) the deposit of instruments appointing proxyholders proxies at such place as the Debenture Trustee, the Corporation Issuer or the Debentureholders Holders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment adjournment thereof by which the same shall be deposited; (c3) the deposit of instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or sent by facsimile before the meeting to the Corporation Issuer or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (d4) generally for the calling such other matters as may be specified in any Supplemental Indenture in respect of a meeting any series of Debentureholders and the conduct of business thereat. Securities. (b) Any regulations regulation so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any DebenturesSecurities, or as entitled to vote or be present at the meeting in respect thereof, thereof shall be Debentureholders Holders to which the meeting relates and Persons persons whom Debentureholders Holders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting for the purpose of determining Warrantholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing vote at a proxy on behalf of a Debentureholdermeeting; (b) the issue of voting certificates by any bank, trust company or other depository satisfactory to the Trustee stating that the Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificates shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of the Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, cabled, telegraphed or sent by other means of electronic transmission before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Warrantholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 8.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Warrantholders or their proxiescounsel, or proxies of Warrantholders.

Regulations. (1) The Debenture Trustee, or the Corporation SMTC Canada with the approval of the Debenture Trustee, may from time to time make and from time to time or vary such regulations as it shall from time to time think fit providing for or governing the followingthinks fit: (a) for the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Trustee stating that the Special Warrants specified therein have been deposited with it by a named person and will remain on deposit until a specified date, which voting certificates will entitle the persons named therein to be present and vote at any meeting of Special Warrantholders and at any adjournment thereof held before that date or to appoint a proxy by Debentureholders, or proxies to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Special Warrants specified therein; (b) for the form of the instrument appointing a proxyholder (which shall be in writing) and proxy, the manner in which it may must be executed, and verification of the authority to be provided by any Person signing of a proxy person who executes it on behalf of a DebentureholderSpecial Warrantholder; (bc) governing the deposit of places at which and the times by which voting certificates or instruments appointing proxyholders at such place as the Debenture Trustee, the Corporation or the Debentureholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall proxies must be deposited; (cd) for the deposit of voting certificates or instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates or instruments appointing proxyholders proxies to be provided sent by mail, cable, telex or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation SMTC Canada or to the Debenture Trustee at the place at which where the meeting is to be held and for the voting of pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting; and (de) generally for the calling of a meeting meetings of Debentureholders Special Warrantholders and the conduct of business thereat. thereof. (2) Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save . (3) Except as such regulations may provide, the only Persons persons who shall will be recognized at any a meeting as the holders of any DebenturesSpecial Warrants, or as entitled to vote or or, subject to Section 8.10, be present at the meeting in respect thereof, shall will be Debentureholders and Persons whom Debentureholders have by instrument in writing the registered holders of such Special Warrants or their duly appointed as their proxies.

Regulations. The Debenture TrusteeReceipt Agent, or the Corporation Company with the approval of the Debenture TrusteeReceipt Agent and the Agents, may from time to time make and from time to time vary or revoke such regulations as it shall from time to time think fit consider appropriate providing for or governing the followingand governing: (a) voting by proxy by Debentureholders, the form of the instrument appointing a proxyholder (proxy, which shall be in writing) , and the manner in which it may such instrument shall be executed, executed and the production of the authority to be provided by of any Person signing a proxy person executing any such instrument on behalf of a DebentureholderReceiptholder; (b) the deposit of instruments appointing proxyholders proxies at such place as the Debenture TrusteeReceipt Agent, the Corporation Company or the Debentureholders Receipt holder convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment adjournment thereof by which the same shall such instruments must be deposited; (c) the deposit of instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or faxed before the meeting to the Corporation Company or to the Debenture Trustee Receipt Agent at the place at which where the meeting is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (d) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any DebenturesSubscription Receipts, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders Receiptholders and Persons persons whom Debentureholders Receiptholders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation or the Debentureholders Receiptholders, convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, faxed or otherwise transmitted by electronic means before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and (df) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 8.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing Receiptholders or their counsel, or duly appointed as their proxiesproxies of Receiptholders.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfit: (a) for the issue of voting certificates to any: (i) bank, trust company or other depositary approved by the Trustee certifying that specified unregistered Debentures have been deposited with it by a named Holder and shall remain on deposit until after the meeting, or (ii) bank, trust company, insurance company, governmental department or agency approved by the Trustee certifying that it is the Holder of specified unregistered Debentures and shall continue to hold the same until after the meeting, which voting certificates shall entitle the Holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy by Debentureholdersor proxies to represent them and vote for them at any such meeting and at any adjournment thereof, in the form same manner and with the same effect as though the Holders so named in such voting certificates were the actual bearers of the instrument appointing a proxyholder (which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf Debentures specified therein; FINOVA Trust Indenture Page 49 of a Debentureholder;61 (b) for the deposit of any voting certificates and instruments appointing proxyholders proxies at such place as the Debenture Trustee, the Corporation or the Debentureholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (c) for the deposit of any voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates and instruments appointing proxyholders proxies to be provided mailed or otherwise transmitted before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (d) generally for with respect to proof of the calling holding of a meeting Debentures and of Debentureholders the appointment of proxies, the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote and such other matters concerning the conduct of business thereatthe meeting as it shall think fit. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders Holders of any Debentures, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders Holders and Persons whom Debentureholders Holders of registered Debentures have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation Zarlink with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation Zarlink or the Debentureholders Receiptholders, convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation Zarlink or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and (df) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing Receiptholders or their counsel, or duly appointed as their proxiesproxies of Receiptholders.

Regulations. The Debenture TrusteeWarrant Agent, or the Corporation with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of Warrantholders for the purpose of determining Warrantholders entitled to receive notice of and to vote at the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdermeeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Warrant Agent stating that the Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of the Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeWarrant Agent, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, cabled or telegraphed or sent by other means of prepaid, transmitted, recorded communication before the meeting to the Corporation or to the Debenture Trustee Warrant Agent at the place at which where the meeting is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Warrantholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Warrantholders or their proxiescounsel, or proxies of Warrantholders.

Regulations. (1) The Debenture TrusteeWarrant Agent, or the Corporation with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time or vary such regulations as it shall from time to time think fit providing for or governing the followingthinks fit: (a) for the issuance of voting certificates by proxy any bank, trust company or other depository satisfactory to the Warrant Agent stating that the Warrants specified therein have been deposited with it by Debentureholdersa named Person and will remain on deposit until a specified date, which voting certificates will entitle the Persons named therein to be present and vote at any meeting of Warrantholders and at any adjournment thereof held before that date or to appoint a proxyholder(s) to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Warrants specified therein; (b) for the form of the instrument appointing a proxyholder (which shall be in writing) and proxyholder(s), the manner in which it may must be executed, and verification of the authority to be provided by any of a Person signing a proxy who executes it on behalf of a DebentureholderWarrantholder; (bc) governing the deposit of places at which and the times by which voting certificates or instruments appointing proxyholders at such place as the Debenture Trustee, the Corporation or the Debentureholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall proxyholder(s) must be deposited; (cd) for the deposit of voting certificates or instruments appointing proxyholders proxyholder(s) at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates or instruments appointing proxyholders proxyholder(s) to be provided sent by mail, facsimile or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation or to the Debenture Trustee Warrant Agent at the place at which where the meeting is to be held and for the voting of proxies pursuant to instruments appointing proxyholder(s) so deposited as though the instruments themselves were produced at the meeting; and (de) generally for the calling convening of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. thereof. (2) Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save . (3) Except as such regulations may provide, the only Persons who shall will be recognized at any a meeting as the holders of any DebenturesWarrants, or as entitled to vote or or, subject to Section 8.10, be present at the meeting in respect thereof, will be the registered holders of such Warrants or their duly appointed proxyholder(s). (4) Notwithstanding any such regulations, the giving of notice of a meeting of Warrantholders, solicitation of proxies, communication with and the provision of meeting materials to Warrantholders, and the conduct of any such meeting shall be Debentureholders and Persons whom Debentureholders have by instrument undertaken in writing duly appointed as their proxiescompliance with Applicable Law.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, Indenture Trustee may from time to time make reasonable regulations and from time may make reasonable variations to time vary such the regulations as it shall from time to time think thinks fit providing for or governing the followingwith respect to: (a) the voting by proxy by Debentureholders, Noteholders and the form of the instrument appointing a proxyholder (which shall be in writing) proxies and the manner in which it may the same will be executed, executed and with respect to the production of the authority to be provided by of any Person signing a proxy on behalf of a Debentureholderthe giver of the proxy; (b) the deposit lodging of instruments appointing proxyholders proxies at any place or places and in such place custody as the Debenture Trustee, the Corporation or the Debentureholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct Indenture Trustee directs and the time, if any, before the holding of the meeting or any adjustment thereof adjourned meeting by which the same shall must be deposited; (c) the deposit forwarding by the custodian thereof of particulars of instruments appointing proxyholders at an approved place proxies by letter, cable, telegraph, facsimile or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders to be provided electronic messaging system before the meeting to the Corporation Trust or to the Debenture Indenture Trustee at or to the place at chairperson of the meeting; and (d) the issue of voting certificates to holders of Book-Entry Notes which voting certificates shall entitle the meeting is holders named therein to be held present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof, in the same manner and with the same effect as though the holders so named in such voting certificates were the actual registered holders of proxies Definitive Notes. Any regulations so deposited made will be binding and effective and votes given in accordance therewith will be valid and will be counted. Instruments appointing proxies, the particulars of which are forwarded in accordance with the regulations, will confer the same right to vote as though the instruments themselves were produced at the meeting; and (d) generally for the calling of a meeting of Debentureholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provideherein otherwise specified, the only Persons who shall will be recognized at any meeting of Noteholders as the holders of any Debentures, Notes or as entitled to vote or be present at the meeting in respect thereof, shall thereof will be Debentureholders the Noteholders to whom such meeting relates and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesholders of proxies of such Noteholders.

Regulations. The Debenture TrusteeWarrant Agent, or the Corporation Company with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time or vary such regulations as it shall from time to time think fit providing for or and governing the following: (a) the issue of voting certificates: (i) by any bank, trust company or other depository approved by the Warrant Agent, certifying that specified Warrants have been deposited with it by a named holder and will remain on deposit until after the meeting; or (ii) by any bank, trust company, insurance Company, governmental department or agency approved by the Warrant Agent, certifying that it is the holder of specified Warrants and will continue to hold the same until after the meeting, which voting certificates shall entitle the holders named therein to be present and vote at any meeting and at any adjournment hereof or to appoint a proxy by Debentureholdersor proxies to represent them and vote for them at any meeting and at any adjournment thereof, in the same manner and with the same effect as though the holders named in the voting certificates were the actual holders of the specified Warrants; (b) the form of the instrument appointing a proxyholder proxy (which shall be in writing) and ), the manner in which it may the same shall be executed, executed and the form of any authority to be provided by any Person signing under which a person executes a proxy on behalf of a DebentureholderWarrantholder; (bc) setting a record date for a Meeting for determining Warrantholders entitled to receive notice of and vote at a Meeting; (d) the deposit of certificates, instruments appointing proxyholders proxies or authorities at such place or places as the Debenture Trustee, the Corporation Warrant Agent (or the Debentureholders convening Company or Warrantholders in case the meetingmeeting is convened by the Company or the Warrantholders, as the case may be, may, ) may in the notice convening the meeting, meeting direct and the time, time (if any, ) before the holding of the meeting or any adjustment thereof by adjourned meeting at which the same shall be deposited; (ce) the deposit of voting certificates or instruments appointing proxyholders proxies at an approved some place or places other than the place at which the meeting is to be held and enabling for particulars of such the voting certificates or instruments appointing proxyholders proxies to be provided cabled or telegraphed or notified by other means of communication before the meeting to the Corporation Company or to the Debenture Trustee at the place at which the meeting is to be held Warrant Agent and for the voting of voting certificates and proxies so deposited as though if the voting certificates or the instruments themselves were produced at the meetingmeeting or deposited at any other place required pursuant to subsection (c); and (df) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the The only Persons persons who shall be recognized at any meeting as the holders of any DebenturesWarrants, or as entitled to vote or to be present at the meeting in respect thereof, shall be Debentureholders registered Warrantholders and Persons persons whom Debentureholders registered Warrantholders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation or the Debentureholders Receiptholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, faxed or otherwise transmitted by electronic means before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and (df) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 8.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing Receiptholders or their counsel, or duly appointed as their proxiesproxies of Receiptholders.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, Trustee may from time to time make reasonable regulations and from time may make reasonable variations to time vary such the regulations as it shall from time to time think thinks fit providing for or governing the followingwith respect to: (a) the voting by proxy by Debentureholders, Holders and the form or forms of the instrument appointing a proxyholder (which shall be in writing) proxies and the manner in which it may such instruments will be executed, executed and with respect to the production of the authority to be provided by of any Person signing a proxy on behalf of a Debentureholderthe giver of the proxy; (b) the deposit delivery (whether in original, facsimile, electronic or other form) or lodging of instruments appointing proxyholders proxies at any place or places and in such place custody as the Debenture Trustee, the Corporation or the Debentureholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct Trustee directs and the time, if any, before the holding of the meeting or any adjustment thereof adjourned meeting by which the same shall must be deposited; (c) the deposit forwarding by the custodian of proxies of particulars of instruments appointing proxyholders at an approved place proxies by letter, cable, telegraph, facsimile, electronic messaging system or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders to be provided means before the meeting to the Corporation Issuer or to the Debenture Trustee at or to the place at chairperson of the meeting; (d) the issue of voting certificates to Holders of Global Debt Securities which voting certificates shall entitle the meeting is Persons named in such certificate to be held present and vote at any such meeting and at any adjournment of such meeting or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment of such meeting, in the same manner and with the same effect as though the Holders so named in such voting certificates were the actual registered Holders of proxies Debt Securities represented by such Global Certificate; and (e) any and all other matters respecting the execution and delivery of any documents or instruments evidencing any Holder Action by or on behalf of a Holder making, giving or taking such Holder Action. Any regulations so deposited made will be binding and effective and votes given, and the Holder Actions made, given or taken, in accordance with such regulations will be valid and will be counted. Instruments appointing proxies, the particulars of which are forwarded in accordance with the regulations, will confer the same right to vote, and to make, give or take such Holder Action, as though the instruments themselves were produced at the meeting; and (d) generally for meeting or made, given or taken by the calling of a meeting of Debentureholders and applicable Holder, as the conduct of business thereatcase may be. Any regulations so made shall be binding and effective and the votes given Except as otherwise specified in accordance therewith shall be valid and shall be counted. Save as such regulations may providethis Indenture, the only Persons who shall will be recognized at any meeting as the holders of any Debentures, Holders or as entitled to vote or be present at any such meeting will be Holders and holders of proxies (or also in the meeting in respect thereof, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiescase of Global Debt Certificate voting certificates) of such Holders.

Regulations. The Debenture Trustee(a) Subject to the provisions of this Indenture, the Warrant Agent, or the Corporation with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfit: (ai) for the issue of voting certificates by any bank, trust company or other depositary approved by the Warrant Agent certifying that specified Warrants have been deposited with it by a named holder and will remain on deposit until after the meeting of Warrantholders, which voting certificates shall entitle the holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy by Debentureholders, or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the form same manner and with the same effect as though the holders so named in such voting certificates were the actual holders of the instrument appointing Warrant specified therein; (ii) for Warrantholders to appoint a proxyholder (which shall be in writing) proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof and the manner in which it may same shall be executed, and for the production of the authority to be provided by of any Person Persons signing a proxy on behalf of a Debentureholderthe grantor of such proxy; (biii) for the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeWarrant Agent, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of calling the meeting or any adjustment thereof by which the same shall be depositeddirect; (civ) for the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting of Warrantholders is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, delivered or sent by facsimile transmission before the meeting to the Corporation or to the Debenture Trustee Warrant Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (v) for the form of the voting certificates and instrument of proxy; and (dvi) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. . (b) Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, or as may be expressly provided for herein, the only Persons who shall be recognized at any meeting as the holders of any Debenturesa Warrantholder, or as be entitled to vote or be present at the meeting in respect thereof, thereof (subject to Section 9.9) shall be Debentureholders and Warrantholders or Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesholding voting certificates or instruments of proxy of Warrantholders.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation or the Debentureholders Receiptholders, convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (d) the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and (de) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 9.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing Receiptholders or their counsel, or duly appointed as their proxiesproxies of Receiptholders.

Regulations. The Debenture Trustee, Trustee or the Corporation with the approval of the Debenture Trustee, Trustee may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfit: (a) for the issue of voting certificates: (i) by any bank, trust company or other depositary approved by the Trustee certifying that specified unregistered Debt Securities have been deposited with it by a named holder and will remain on deposit until after the meeting and any adjournment thereof; and (ii) by any bank, trust company, insurance company, governmental department or agency approved by the Trustee certifying that it is the holder of specified unregistered Debt Securities and will continue to hold the same until after the meeting and any adjournment thereof; which voting certificates shall entitle the holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy by Debentureholdersor proxies to represent them and vote for them at any such meeting and at any adjournment thereof, in the form same manner and with the same effect as though the holders so named in such voting certificates were the actual bearers of the instrument appointing a proxyholder (which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a DebentureholderDebt Securities specified therein; (b) for the deposit of voting certificates and/or instruments appointing proxyholders proxies at such place as the Debenture Trustee, the Corporation or the Debentureholders Debt Security holders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be deposited;direct; and (c) for the deposit of voting certificates and/or instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates and/or instruments appointing proxyholders proxies to be provided mailed, cabled, telegraphed, telecopied or sent by other means of recorded communication before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (d) generally for the calling of a meeting of Debentureholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any DebenturesDebt Securities, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders persons who produce unregistered Debt Securities at the meeting and Persons the registered Debt Security holders and persons whom Debentureholders registered Debt Security holders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture TrusteeReceipt Agent, or the Corporation Company with the approval of the Debenture TrusteeReceipt Agent and the Agents, may from time to time make and from time to time vary or revoke such regulations as it shall from time to time think fit consider appropriate providing for or governing the followingand governing: (a) voting by proxy by Debentureholders, the form of the instrument appointing a proxyholder (proxy, which shall be in writing) , and the manner in which it may such instrument shall be executed, executed and the production of the authority to be provided by of any Person signing a proxy person executing any such instrument on behalf of a DebentureholderReceiptholder; (b) the deposit of instruments appointing proxyholders proxies at such place as the Debenture TrusteeReceipt Agent, the Corporation Company or the Debentureholders Receiptholder convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment adjournment thereof by which the same shall such instruments must be deposited; (c) the deposit of instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or faxed before the meeting to the Corporation Company or to the Debenture Trustee Receipt Agent at the place at which where the meeting is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (d) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any DebenturesSubscription Receipts, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders Receiptholders and Persons persons whom Debentureholders Receiptholders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates or Uncertificated Subscription Receipts specified therein have been deposited with it by a named Person and will remain on deposit of instruments appointing proxyholders at such place as the Debenture Trustee, the Corporation or the Debentureholders convening until after the meeting, as which voting certificate shall entitle the case may be, may, Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the notice convening same manner and with the meeting, direct and same effect as though the time, if any, before Persons so named in such voting certificates were the holding actual holders of the meeting Subscription Receipt Certificates or any adjustment thereof by which the same shall be depositedUncertificated Subscription Receipts specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at an such place and time as the Subscription Receipt Agent, the Corporation or the Receiptholders, convening the meeting of Receiptholders, as applicable, may in the notice convening the meeting direct; (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting of Receiptholders is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, telecopied or electronically delivered before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing Receiptholders or their counsel, or duly appointed as their proxiesproxies of Receiptholders.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation or the Debentureholders Receiptholders, convening the meeting, as the case may be, may, may direct in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be deposited; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, sent via facsimile or otherwise sent electronically before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and (df) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 8.9), as applicable, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing Receiptholders or their counsel, or duly appointed as their proxiesproxies of Receiptholders.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfit: (a) for the issue of voting certificates to any: (i) bank, trust company or other depository approved by the Trustee certifying that specified unregistered Notes have been deposited with it by a named Holder and shall remain on deposit until after the meeting, or (ii) bank, trust company, insurance company, governmental department or agency approved by the Trustee certifying that it is the Holder of specified unregistered Notes and shall continue to hold the same until after the meeting, which voting certificates shall entitle the Holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy by Debentureholdersor proxies to represent them and vote for them at any such meeting and at any adjournment thereof, in the form same manner and with the same effect as though the Holders so named in such voting certificates were the actual bearers of the instrument appointing a proxyholder (which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a DebentureholderNotes specified therein; (b) for the deposit of any voting certificates and instruments appointing proxyholders proxies at such place as the Debenture Trustee, the Corporation or the Debentureholders Noteholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (c) for the deposit of any voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates and instruments appointing proxyholders proxies to be provided mailed or otherwise transmitted before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (d) generally for with respect to proof of the calling holding of a meeting Notes and of Debentureholders the appointment of proxies, the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote and such other matters concerning the conduct of business thereatthe meeting as it shall think fit. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders Holders of any DebenturesNotes, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders Persons who produce unregistered Notes at the meeting not otherwise covered by a voting certificate and the Holders of registered Notes and Persons whom Debentureholders Holders of registered Notes have by instrument in writing duly appointed as their proxies.

Regulations. (1) The Debenture Trustee, or the Corporation SMTC Canada with the approval of the Debenture Trustee, may from time to time make and from time to time or vary such regulations as it shall from time to time think fit providing for or governing the followingthinks fit: (a) for the issue of voting certificates by any bank, trust company or other depository satisfactory to the Trustee stating that the Share Purchase Warrants specified therein have been deposited with it by a named person and will remain on deposit until a specified date, which voting certificates will entitle the persons named therein to be present and vote at any meeting of Warrantholders and at any adjournment thereof held before that date or to appoint a proxy by Debentureholders, or proxies to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Share Purchase Warrants specified therein; (b) for the form of the instrument appointing a proxyholder (which shall be in writing) and proxy, the manner in which it may must be executed, and verification of the authority to be provided by any Person signing of a proxy person who executes it on behalf of a DebentureholderWarrantholder; (bc) governing the deposit of places at which and the times by which voting certificates or instruments appointing proxyholders at such place as the Debenture Trustee, the Corporation or the Debentureholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall proxies must be deposited; (cd) for the deposit of voting certificates or instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates or instruments appointing proxyholders proxies to be provided sent by mail, cable, telex or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation SMTC Canada or to the Debenture Trustee at the place at which where the meeting is to be held and for the voting of pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting; and (de) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. thereof. (2) Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save . (3) Except as such regulations may provide, the only Persons persons who shall will be recognized at any a meeting as the holders of any DebenturesShare Purchase Warrants, or as entitled to vote or or, subject to Section 8.10, be present at the meeting in respect thereof, shall will be Debentureholders and Persons whom Debentureholders have by instrument in writing the registered holders of such Share Purchase Warrants or their duly appointed as their proxies.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting for the purpose of determining Warrantholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing vote at a proxy on behalf of a Debentureholdermeeting; (b) the issue of voting certificates by any bank, trust company or other depository satisfactory to the Trustee stating that the Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificates shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of the Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, cabled, telegraphed or sent by other means of electronic transmission before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Warrantholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.09), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Warrantholders or their proxiescounsel, or proxies of Warrantholders.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depository satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation or the Debentureholders Receiptholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, faxed or otherwise sent electronically before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and (df) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 8.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing Receiptholders or their counsel, or duly appointed as their proxiesproxies of Receiptholders.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting for the purpose of determining Warrantholders entitled to receive notice of and to vote at the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdermeeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Trustee stating that the Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of the Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted, provided that such regulations are not inconsistent with the other provisions of this Indenture. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Warrantholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesWarrantholders or proxies of Warrantholders.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation Trust with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation Trust or the Debentureholders Receiptholders, convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, faxed or otherwise transmitted by electronic means before the meeting to the Corporation Trust or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and (df) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 8.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing Receiptholders or their counsel, or duly appointed as their proxiesproxies of Receiptholders.

Regulations. The Debenture Subject to all other provisions of these presents and mandatory provisions of applicable Italian law, the Trustee may (after consultation with the Issuer and the Guarantors where the Trustee considers such consultation to be practicable but without the consent of the Issuer, the Guarantors, the holders or the Couponholders) prescribe such further or alternative regulations regarding the requisitioning and/or the holding of meetings and attendance and voting thereat as the Trustee may in its sole discretion reasonably think fit (including, without limitation, the substitution for periods of 24 Hours and 48 Hours referred to in this Schedule of shorter periods). Such regulations may, without prejudice to the generality of the foregoing, reflect the practices and facilities of any relevant Clearing System. Notice of any such further or alternative regulations may, at the sole discretion of the Trustee, be given to Noteholders in accordance with Condition 13 at the time of service of any notice convening a meeting or at such other time as the Trustee may decide. To: BNP Paribas Trust Corporation UK Limited ▇▇ ▇▇▇▇▇▇▇▇ London EC2R 6PA Fax: +▇▇ (▇)▇▇▇ ▇▇▇ ▇▇▇▇ For the attention of: The Manager [Date] Dear Sirs This certificate is delivered to you in accordance with the approval Clause 14(f) of the Debenture Trust Deed dated 19 March 2012 (the Trust Deed) and made between Luxottica Group S.p.A. (the Issuer), Luxottica U.S. Holdings Corp. and Luxottica S.r.l. (the Original Guarantors) and BNP Paribas Trust Corporation UK Limited (the Trustee). All words and expressions defined in the Trust Deed shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings herein. We hereby certify that, may from time to time make the best of our knowledge, information and from time to time vary such regulations as it shall from time to time think fit providing for or governing the following:belief (having made all reasonable enquiries): (a) voting by proxy by Debentureholdersas at [ ](1), no Event of Default, Potential Event of Default, Change of Control or Change of Control Put Event existed [other than [ ]](2) and no Event of Default, Potential Event of Default, Change of Control or Change of Control Put Event had existed at any time since [ ](3) [the form certification date (as defined in the Trust Deed) of the instrument appointing a proxyholder last certificate delivered under Clause [14(f)]](4) [other than [ ]](which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholder;5); and (b) from and including [ ](3) [the deposit certification date of instruments appointing proxyholders at such place as the Debenture Trusteelast certificate delivered under Clause [14(f)]](4) to and including [ ](1), the Corporation Issuer and the Original Guarantors have complied in all respects with its obligations under these presents (as defined in the Trust Deed) [other than [ ]](6). (1) Specify a date not more than 7 days before the date of delivery of the certificate. (2) If any Event of Default, Potential Event of Default, Change of Control or Change of Control Put Event did exist, give details; otherwise delete. (3) Insert date of Trust Deed in respect of the Debentureholders convening first certificate delivered under Clause 14(f), otherwise delete. (4) Include unless the meeting, as certificate is the case may be, mayfirst certificate delivered under Clause 14(f) , in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be deposited;case delete. (c5) the deposit If any Event of instruments appointing proxyholders at an approved place Default, Potential Event of Default, Change of Control or places other than the place at which the meeting is to be held and enabling particulars Change of such instruments appointing proxyholders to be provided before the meeting to the Corporation or to the Debenture Trustee at the place at which the meeting is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meetingControl Put Event did exist, give details; andotherwise delete. (d6) generally for If the calling of a meeting of Debentureholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provideIssuer and/or either Guarantor has failed to comply with any obligation(s), the only Persons who shall be recognized at any meeting as the holders of any Debentures, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesgive details; otherwise delete.

Regulations. The Debenture TrusteeEscrow Agent or Mongoose, or the Corporation with the approval of the Debenture TrusteeEscrow Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Escrow Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeEscrow Agent, the Corporation Mongoose or the Debentureholders Receiptholders, convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or sent by facsimile before the meeting to the Corporation Mongoose or to the Debenture Trustee Escrow Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing Receiptholders or their counsel, or duly appointed as their proxiesproxies of Receiptholders.

Regulations. The Debenture Trustee, Trustee or the Corporation Company with the approval of the Debenture Trustee, Trustee may from time to time make and from time to time or vary such regulations as it shall from time to time they will think fit providing for or governing the followingfit: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting for the purpose of determining Warrantholders entitled to receive notice of and to vote at the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdermeeting; (b) for the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Trustee stating that the Unit Warrants specified therein have been deposited with the depository by a named person and will remain on deposit until after the meeting, which voting certificates will entitle the persons named therein to be present and vote at the meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at that meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in the voting certificates were the actual holders of the Unit Warrants specified therein; (c) for the deposit of voting certificates and/or instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation Company or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) for the deposit of voting certificates and/or instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such the voting certificates and/or instruments appointing proxyholders proxies to be provided sent by mail, cable, fax or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation Company or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) for the form of instrument appointing a proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save Except as such the regulations may provide, the only Persons persons who shall will be recognized at any meeting as the holders of any DebenturesSpecial Warrants, or as entitled to vote or or, subject to section 10.10, be present at the meeting in respect thereof, shall will be Debentureholders and Persons whom Debentureholders have by instrument in writing persons who are the registered holders of Unit Warrants or their duly appointed as their proxies.

Regulations. The Debenture TrusteeWarrant Agent, or the Corporation with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting for the purpose of determining Warrantholders entitled to receive notice of and to vote at the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdermeeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Warrant Agent stating that the Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of the Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeWarrant Agent, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, delivered or faxed before the meeting to the Corporation or to the Debenture Trustee Warrant Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Warrantholder, or as be entitled to vote or be present at the meeting in respect thereof, thereof (subject to section 7.9) shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Warrantholders or their proxiescounsel, or proxies of Warrantholders.

Regulations. The Debenture TrusteeWarrant Agent, or the Corporation Company with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time or vary such regulations as it shall from time to time think fit providing for or and governing the following: (a) the issue of voting certificates: (i) by any bank, trust company or other depositary approved by the Warrant Agent, certifying that specified Warrants have been deposited with it by a named holder and will remain on deposit until after the meeting; (ii) by any bank, trust company, insurance company, governmental department or agency approved by the Warrant Agent, certifying that it is the holder of specified Warrants and will continue to hold the same until after the meeting; which voting certificates shall entitle the holders named therein to be present and vote at any meeting and at any adjournment thereof or to appoint a proxy by Debentureholdersor proxies to represent them and vote for them at any meeting and at any adjournment thereof, in the same manner and with the same effect as though the holders named in the voting certificates were the actual holders of the specified Warrants; (b) the form of the instrument appointing a proxyholder proxy (which shall be in writing) and ), the manner in which it may the same shall be executed, executed and the form of any authority to be provided by any Person signing under which a person executes a proxy on behalf of a DebentureholderWarrantholder; (bc) the deposit of certificates, instruments appointing proxyholders proxies or authorities at such place or places as the Debenture Trustee, the Corporation Warrant Agent (or the Debentureholders convening Company or Warrantholders in case the meetingmeeting is convened by the Company or the Warrantholders, as the case may be, may, ) may in the notice convening the meeting, meeting direct and the time, time (if any, ) before the holding of the meeting or any adjustment thereof by adjourned meeting at which the same shall be deposited; (cd) the deposit of voting certificates or instruments appointing proxyholders proxies at an approved some place or places other than the place at which the meeting is to be held and enabling for particulars of such the voting certificates or instruments appointing proxyholders proxies to be provided cabled or telegraphed or notified by other means of communication before the meeting to the Corporation Company or to the Debenture Trustee at the place at which the meeting is to be held Warrant Agent and for the voting of voting certificates and proxies so deposited as though if the voting certificates or the instruments themselves were produced at the meetingmeeting or deposited at any other place required pursuant to subsection (c); and (de) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such the regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any DebenturesWarrants, or as entitled to vote or to be present at the meeting in respect thereof, shall be Debentureholders registered Warrantholders and Persons persons whom Debentureholders registered Warrantholders have by instrument in writing duly appointed as their proxies.

Regulations. A debenture holder may be present and vote at any meeting of debenture holders by an authorized representative. The Debenture Trustee, Company (in case it convenes a meeting) or the Corporation with Trustee (in any other case) for the approval purpose of enabling the Debenture Trusteedebenture holders to be present and vote at any meeting without producing their Debentures, and of enabling them to be present and vote at any such meeting by proxy and of lodging instruments appointing such proxies at some place other than the place where the meeting is to be held, may from time to time make and from time to time vary or revoke such regulations as it shall from time to time think fit providing for and governing any of the following matters and such other matters for which regulations may, in the opinion of the Trustee or governing the followingCompany, be necessary or desirable: (a) voting by proxy by Debentureholders, the form of the instrument appointing a proxyholder (proxy, which shall be in writing) , and the manner in which it may the same shall be executed, executed and the production of the authority to be provided by of any Person signing a proxy on behalf of a Debentureholderdebenture holder; (b) the deposit of instruments appointing proxyholders proxies at such place as the Debenture Trustee, the Corporation Company or the Debentureholders debenture holder convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment adjournment thereof by which the same shall be deposited;; and (c) the deposit of instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, faxed, or sent by electronic communication before the meeting to the Corporation Company or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (d) generally for the calling of a meeting of Debentureholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. The Trustee may dispense with any such deposit and permit debenture holders to make proof of ownership in such other manner, if any, as the Trustee may approve. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debentures, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders debenture holders and Persons whom Debentureholders debenture holders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting for the purpose of determining Convertible Noteholders entitled to receive notice of and to vote at the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdermeeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Trustee stating that the Convertible Note Certificates specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Convertible Note Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation or the Debentureholders Convertible Noteholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Convertible Noteholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debenturesa Convertible Noteholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Convertible Noteholders or their proxiescounsel, or proxies of Convertible Noteholders.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation or or. the Debentureholders Receiptholders, convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Receiptholders or their proxiescounsel, or proxies of Receiptholders.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, Company may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfit: (a) for the issue of voting certificates by any bank, trust company or other depository certifying that specified Warrants have been deposited with it by a named Holder and will remain on deposit until after the meeting, which voting certificate shall entitle the Holder named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy by Debentureholdersor proxies to represent him and vote for him at any such meeting and at any adjournment thereof, in the form same manner and with the same effect as though the Holder so named in such voting certificate was the actual bearer or holder of the instrument appointing a proxyholder (which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a DebentureholderWarrant specified therein; (b) for the deposit of voting certificates and/or instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation Company or the Debentureholders Warrant Holders convening the meeting, as the case maybe, may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (c) for the deposit of voting certificates and/or instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates and/or instruments appointing proxyholders proxies to be provided mailed, faxed before the meeting to the Corporation or to the Debenture Trustee Company at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (d) generally for the calling form of a meeting the instrument of Debentureholders and the conduct of business thereatproxy. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders Holder of any Debenturesa Warrant, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiespersons who produce Warrants at the meeting.

Regulations. The Debenture TrusteeWarrant Agent, or the Corporation with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time vary such regulations not contrary to the provisions of this Indenture as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting for the purpose of determining, Warrantholders entitled to receive notice of and to vote at the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdermeeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Warrant Agent stating that the Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of the Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeWarrant Agent, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, faxed or electronically delivered before the meeting to the Corporation or to the Debenture Trustee Warrant Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; , (e) the form of the instrument of proxy for meetings of the Warrantholders, and (df) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Warrantholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Warrantholders or their proxiescounsel, or proxies of Warrantholders.

Regulations. (1) The Debenture TrusteeWarrant Agent, or the Corporation with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time or vary such regulations as it shall from time to time think fit providing for or governing the followingthinks fit: (a) for the issue of voting certificates by any bank, trust company or other depository satisfactory to the Warrant Agent stating that the Warrants specified therein have been deposited with it by a named person and will remain on deposit until a specified date, which voting certificates will entitle the persons named therein to be present and vote at any meeting of Warrantholders and at any adjournment thereof held before that date or to appoint a proxy by Debentureholders, or proxies to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Warrants specified therein; (b) for the form of the instrument appointing a proxyholder (which shall be in writing) and proxy, the manner in which it may must be executed, and verification of the authority to be provided by any Person signing of a proxy person who executes it on behalf of a DebentureholderWarrantholder; (bc) governing the deposit of places at which and the times by which voting certificates or instruments appointing proxyholders at such place as the Debenture Trustee, the Corporation or the Debentureholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall proxies must be deposited; (cd) for the deposit of voting certificates or instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates or instruments appointing proxyholders proxies to be provided sent by mail, facsimile or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation or to the Debenture Trustee Warrant Agent at the place at which where the meeting is to be held and for the voting of pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting; and (de) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. thereof. (2) Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save . (3) Except as such regulations may provide, the only Persons persons who shall will be recognized at any a meeting as the holders of any DebenturesWarrants, or as entitled to vote or or, subject to Section 8.10, be present at the meeting in respect thereof, shall will be Debentureholders and Persons whom Debentureholders have by instrument in writing the registered holders of such Warrants or their duly appointed as their proxies.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time time, may make and from time to time or vary such regulations as it they shall from time to time think fit providing for or governing the followingfit: (a) voting by proxy by Debentureholders, the form of the instrument appointing a proxyholder (which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholder; (b) for the deposit of instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation or the Debentureholders Subscription Receiptholders convening the meeting, as the case may be, may, may in the notice convening the meetingmeeting direct, direct which shall entitle the persons named therein to be present and vote at the time, if any, before meeting and at any adjournment thereof in the holding same manner and with the same effect as though the persons so named in the proxy were the actual holders of the meeting or any adjustment thereof by which the same shall be depositedSubscription Receipts specified therein; (cb) for the deposit of instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such the instruments appointing proxyholders proxies to be provided sent by mail, facsimile or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (c) for the form of instrument appointing a proxy and the manner in which the form of proxy may be executed; andand 50793135.4 (d) generally for the calling of a meeting meetings of Debentureholders Subscription Receiptholders and the conduct of business thereatthereat including setting a record date for Subscription Receiptholders entitled to receive notice of or to vote at such meeting. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such the regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any DebenturesSubscription Receipts, or as entitled to vote or or, subject to section 9.10, be present at the meeting in respect thereof, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing persons who are the registered holders of Subscription Receipts or their duly appointed as their proxies.

Regulations. The Debenture TrusteeSubject to the provisions hereof, the Subscription Receipt and Escrow Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt and Escrow Agent may, may from time to time time, make and from time to time or vary such regulations as it they shall from time to time think fit providing for or governing the followingfit: (a) for the issue of voting certificates by any bank, trust company or other depository satisfactory to the Subscription Receipt and Escrow Agent stating that the Subscription Receipts specified therein have been deposited with the depository by a named person and will remain on deposit until after the meeting, which voting certificates shall entitle the persons named therein to be present and vote at the meeting and at any adjournment thereof or to appoint a proxy by Debentureholders, or proxies to represent them and vote for them at that meeting and at any adjournment thereof in the form same manner and with the same effect as though the persons so named in the voting certificates were the actual holders of the instrument appointing a proxyholder (which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a DebentureholderSubscription Receipts specified therein; (b) for the deposit of voting certificates and/or instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt and Escrow Agent, the Corporation or the Debentureholders Subscription Receiptholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (c) for the deposit of voting certificates and/or instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such the voting certificates and/or instruments appointing proxyholders proxies to be provided sent by mail, telecopier, cable, telex or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt and Escrow Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (d) for the form of instrument appointing a proxy and the manner in which the form of proxy may be executed; and (de) generally for the calling of a meeting meetings of Debentureholders Subscription Receiptholders and the conduct of business thereatthereat including setting a record date for Subscription Receiptholders entitled to receive notice of or to vote at such meeting. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such the regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any DebenturesSubscription Receipts, or as entitled to vote or or, subject to section 9.10, be present at the meeting in respect thereof, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing persons who are the registered holders of Subscription Receipts or their duly appointed as their proxies.

Regulations. The Debenture Subject to all other provisions of these presents and mandatory provisions of applicable Italian law, the Trustee may (after consultation with the Issuer and the Guarantors where the Trustee considers such consultation to be practicable but without the consent of the Issuer, the Guarantors, the holders or the Couponholders) prescribe such further or alternative regulations regarding the requisitioning and/or the holding of meetings and attendance and voting thereat as the Trustee may in its sole discretion reasonably think fit (including, without limitation, the substitution for periods of 24 Hours and 48 Hours referred to in this Schedule of shorter periods). Such regulations may, without prejudice to the generality of the foregoing, reflect the practices and facilities of any relevant Clearing System. Notice of any such further or alternative regulations may, at the sole discretion of the Trustee, be given to Noteholders in accordance with Condition 13 at the time of service of any notice convening a meeting or at such other time as the Trustee may decide. To: BNP Paribas Trust Corporation UK Limited ▇▇ ▇▇▇▇▇▇▇▇ London EC2R 6PA Fax: ▇▇▇▇ ▇▇▇ ▇▇▇▇ For the attention of: The Manager [Date] Dear Sirs This certificate is delivered to you in accordance with the approval Clause 14(f) of the Debenture Trust Deed dated 10 November 2010 (the Trust Deed) and made between Luxottica Group S.p.A. (the Issuer), Luxottica U.S. Holdings Corp. and Luxottica S.r.l. (the Original Guarantors) and BNP Paribas Trust Corporation UK Limited (the Trustee). All words and expressions defined in the Trust Deed shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings herein. We hereby certify that, may from time to time make the best of our knowledge, information and from time to time vary such regulations as it shall from time to time think fit providing for or governing the following:belief (having made all reasonable enquiries): (a) voting by proxy by Debentureholdersas at [ ](1), no Event of Default, Potential Event of Default, Change of Control or Change of Control Put Event existed [other than [ ]](2) and no Event of Default, Potential Event of Default, Change of Control or Change of Control Put Event had existed at any time since [ ](3) [the form certification date (as defined in the Trust Deed) of the instrument appointing a proxyholder last certificate delivered under Clause [14(f)]](4) [other than [ ]](which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholder;5); and (b) from and including [ ](3) [the deposit certification date of instruments appointing proxyholders at such place as the Debenture Trusteelast certificate delivered under Clause [14(f)]](4) to and including [ ](1), the Corporation Issuer and the Original Guarantors have complied in all respects with its obligations under these presents (as defined in the Trust Deed) [other than [ ]](6). (1) Specify a date not more than 7 days before the date of delivery of the certificate. (2) If any Event of Default, Potential Event of Default, Change of Control or Change of Control Put Event did exist, give details; otherwise delete. (3) Insert date of Trust Deed in respect of the Debentureholders convening first certificate delivered under Clause 14(f), otherwise delete. (4) Include unless the meeting, as certificate is the case may be, mayfirst certificate delivered under Clause 14(f) , in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be deposited;case delete. (c5) the deposit If any Event of instruments appointing proxyholders at an approved place Default, Potential Event of Default, Change of Control or places other than the place at which the meeting is to be held and enabling particulars Change of such instruments appointing proxyholders to be provided before the meeting to the Corporation or to the Debenture Trustee at the place at which the meeting is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meetingControl Put Event did exist, give details; andotherwise delete. (d6) generally for If the calling of a meeting of Debentureholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provideIssuer and/or either Guarantor has failed to comply with any obligation(s), the only Persons who shall be recognized at any meeting as the holders of any Debentures, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesgive details; otherwise delete.

Regulations. (1) The Debenture TrusteeWarrant Agent, or the Corporation with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting for the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdermeeting; (b) the issue of voting certificates by any bank, trust company or other depository satisfactory to the Warrant Agent stating that the Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of the Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeWarrant Agent, the Corporation or the Debentureholders Registered Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation or to the Debenture Trustee Warrant Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and; (de) the form of the instrument of proxy; and generally for the calling of a meeting meetings of Debentureholders Registered Warrantholders and the conduct of business thereat. . (2) Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Registered Warrantholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesRegistered Warrantholders or proxies of Registered Warrantholders.

Regulations. The Debenture (1) Subject to the provisions of this Indenture, the Trustee, or the Corporation Company with the approval of the Debenture Trustee, may from time to time make and from time to time or vary or restate such regulations as it shall from time to time think fit providing for or governing the followingfit: (a) for the issue of voting certificates by any bank, trust company or other depository satisfactory to the Trustee stating that the Warrants specified therein have been deposited with the depository by a named person and will remain on deposit until after the meeting, which voting certificates shall entitle the persons named therein to be present and vote at the meeting and at any adjournment thereof or to appoint a proxy by Debentureholders, or proxies to represent them and vote for them at that meeting and at any adjournment thereof in the form same manner and with the same effect as though the persons so named in the voting certificates were the actual holders of the instrument appointing a proxyholder (which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a DebentureholderWarrants specified therein; (b) for the deposit of voting certificates and/or instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation Company or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, meeting direct and the time, if any, before the holding of the meeting or any adjustment adjournment thereof by which the same shall must be deposited; (c) for the deposit of voting certificates and/or instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such the voting certificates and/or instruments appointing proxyholders proxies to be provided sent by mail, cable, telex or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation Company or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (d) for the form of instrument appointing a proxy and the manner in which the form of proxy may be executed; and (de) generally generally, for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. . (2) Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any DebenturesWarrants, or as entitled to vote or or, subject to section , be present at the meeting in respect thereof, shall be Debentureholders persons who are the registered holders of Warrants and Persons persons whom Debentureholders holders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depository satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation or the Debentureholders Receiptholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, faxed or otherwise sent electronically before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and (df) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debentures, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, a. the form setting of the instrument appointing record date for a proxyholder (meeting for the purpose of determining Warrantholders entitled to receive notice of and to vote at the meeting; b. the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Trustee stating that the Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall be in writing) and entitle the manner in which it may be executed, and the authority persons named therein to be provided by present and vote at any Person signing such meeting and at any adjournment thereof or to appoint a proxy on behalf or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of a Debentureholderthe Warrant Certificates specified therein; (b) c. the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (c) d. the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; e. the form of the instrument of proxy; and (d) f. generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Warrantholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Warrantholders or their proxiescounsel, or proxies of Warrantholders.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation or the Debentureholders Receiptholders, convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, telecopied or electronically delivered before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Receiptholders or their proxiescounsel, or proxies of Receiptholders.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations not contrary to the provisions of this Indenture as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, a. the form setting of the instrument appointing record date for a proxyholder (meeting for the purpose of determining Warrantholders entitled to receive notice of and to vote at the meeting; b. the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Trustee stating that the Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall be in writing) and entitle the manner in which it may be executed, and the authority persons named therein to be provided by present and vote at any Person signing such meeting and at any adjournment thereof or to appoint a proxy on behalf or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of a Debentureholderthe Warrant Certificates specified therein; (b) c. the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (c) d. the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; e. the form of the instrument of proxy; and (d) f. generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Warrantholder, or as be entitled to vote or be present at the meeting in respect thereof, thereof (subject to section 7.9) shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Warrantholders or their proxiescounsel, or proxies of Warrantholders.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form of the instrument appointing a proxyholder (which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf setting of a Debentureholderrecord date for a meeting for the purpose of determining the Subscription Receiptholders entitled to receive notice of and to vote at the meeting; (b) the deposit of instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation or the Debentureholders Subscription Receiptholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (c) the deposit of instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (d) the form of the instrument of proxy; and (de) generally for the calling of a meeting meetings of Debentureholders Subscription Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Subscription Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 8.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Subscription Receiptholders or their proxiescounsel, or proxies of Subscription Receiptholders.

Regulations. The Debenture Subscription Receipt Trustee, or the Corporation with the approval of the Debenture Subscription Receipt Trustee, may from time to time make and from time to time vary or revoke such regulations as it shall from time to time think thinks fit providing for or governing the followingand governing: (a) voting by proxy by Debentureholders, the form of the instrument appointing a proxyholder (proxy, which shall is to be in writing) , and the manner in which it may be executed, the same is to executed and the production of the authority to be provided by of any Person person signing a proxy on behalf of a DebentureholderReceiptholder; (b) the deposit of instruments appointing proxyholders proxies at such place as the Debenture Subscription Receipt Trustee, the Corporation or the Debentureholders Receiptholder convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment adjournment thereof by which the same shall must be deposited; (c) the deposit of instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, faxed, emailed or otherwise sent electronically before the meeting to the Corporation or to the Debenture Subscription Receipt Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (d) generally for the calling convening of a meeting meetings of Debentureholders Receiptholders, generally, and the conduct of business thereat. Any regulations so made shall be are binding and effective and the votes given in accordance therewith shall be are valid and shall are to be counted. Save as such regulations may provide, the only Persons persons who shall will be recognized at any meeting as the holders of any DebenturesSubscription Receipts, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders are Receiptholders and Persons any person whom Debentureholders have a Receiptholder has by instrument instruments in writing duly appointed as their the Receiptholder's proxies.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, Indenture Trustee may from time to time make reasonable regulations and from time may make reasonable variations to time vary such the regulations as it shall from time to time think thinks fit providing for or governing the followingwith respect to: (a) the voting by proxy by Debentureholders, Noteholders and the form of the instrument appointing a proxyholder (which shall be in writing) proxies and the manner in which it may the same will be executed, executed and with respect to the production of the authority to be provided by of any Person signing a proxy on behalf of a Debentureholderthe giver of the proxy; (b) the deposit lodging of instruments appointing proxyholders proxies at any place or places and in such place custody as the Debenture Trustee, the Corporation or the Debentureholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct Indenture Trustee directs and the time, if any, before the holding of the meeting or any adjustment thereof adjourned meeting by which the same shall must be deposited; (c) the deposit forwarding by the custodian thereof of particulars of instruments appointing proxyholders at an approved place proxies by letter, cable, telegraph, facsimile or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders to be provided electronic messaging system before the meeting to the Corporation Trust or to the Debenture Indenture Trustee at or to the place at chairperson of the meeting; (d) the issue of voting certificates to holders of Book-Entry Notes which voting certificates shall entitle the meeting is holders named therein to be held present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof, in the same manner and with the same effect as though the holders so named in such voting certificates were the actual registered holders of Definitive Notes; and (e) any other matters it deems necessary for the voting proper conduct of proxies the meeting. Any regulations so deposited made will be binding and effective and votes given in accordance therewith will be valid and will be counted. Instruments appointing proxies, the particulars of which are forwarded in accordance with the regulations, will confer the same right to vote as though the instruments themselves were produced at the meeting; and (d) generally for the calling of a meeting of Debentureholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provideherein otherwise specified, the only Persons who shall will be recognized at any meeting of Noteholders as the holders of any Debentures, Notes or as entitled to vote or be present at the meeting in respect thereof, shall thereof will be Debentureholders Noteholders to which such meeting relates and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesholders of proxies of such Noteholders.

Regulations. The Debenture Trustee‌ Subject to compliance with the provisions of this Indenture, the Warrant Agent, or the Corporation with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time make and vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument record date for a meeting for the purpose of determining Warrantholders entitled to receive notice of and to vote at the meeting; (b) governing the places at which and the times by which voting certificates or instruments appointing proxies must be deposited; (c) for Warrantholders to appoint a proxyholder proxy or proxies to represent them and vote for them at any such meeting (which shall be in writingand any adjournment thereof) and the manner in which it may same is to be executed, and for the production of the authority to be provided by of any Person persons signing a proxy on behalf of a Debentureholderthe Warrantholder appointing them; (bd) the deposit of instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeWarrant Agent, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (ce) the deposit of instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or sent by facsimile before the meeting to the Corporation or to the Debenture Trustee Warrant Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (f) the form of the instrument of proxy or the manner in which it must be executed; and (dg) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Warrantholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders Warrantholders, their authorized representatives or attorneys and Persons whom Debentureholders have by instrument in writing duly appointed as their proxieslegal counsel, or proxies of Warrantholders.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time or vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of Receiptholders for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation or the Debentureholders Receiptholders, convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or electronically transferred before the meeting to the Corporation or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (d) the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and (de) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the only votes given in accordance therewith shall be valid and shall be counted. Save Except as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 9.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing Receiptholders, their counsel, or duly appointed as their proxiesproxies of Receiptholders.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time or vary such regulations as it shall from time to time they think fit providing for or governing the followingfit: (a) for the issue of voting certificates by proxy any bank, trust company or other depository satisfactory to the Trustee stating that the Warrants specified therein have been deposited with the depository by Debentureholdersa named person and will remain on deposit until a specified date, which voting certificates shall entitle the form persons named therein to be present and vote at the meeting of the instrument appointing a proxyholder (which shall be in writing) Warrantholders and the manner in which it may be executed, and the authority at any adjournment thereof held before that date or to be provided by any Person signing appoint a proxy on behalf or proxies to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the persons so named in the voting certificates were the actual holders of a Debentureholderthe Warrants specified therein; (b) for the deposit of voting certificates or instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (c) for the deposit of voting certificates or instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such the voting certificates or instruments appointing proxyholders proxies to be provided sent by mail, cable, telex or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (d) for the form of instrument appointing a proxy (which shall be in writing), the manner in which the same shall be executed and the verification of any authority under which a person executes a proxy on behalf of a Warrantholder; and (de) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such the regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any DebenturesWarrants, or as entitled to vote or or, subject to section 8.10, be present at the meeting in respect thereof, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing persons who are the registered holders of Warrants or their duly appointed as their proxiesproxyholders.

Regulations. (1) The Debenture Trustee, or the Corporation AltaRex with the approval of the Debenture Trustee, may from time to time make and from time to time or vary such regulations as it shall from time to time think fit providing for or governing the followingthinks fit: (a) for the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Trustee stating that the Special Warrants specified therein have been deposited with it by a named person and will remain on deposit until a specified date, which voting certificates will entitle the persons named therein to be present and vote at any meeting of Special Warrantholders and at any adjournment thereof held before that date or to appoint a proxy by Debentureholders, or proxies to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the persons so named in such voting certificates were the actual holders of the Special Warrants specified therein; (b) for the form of the instrument appointing a proxyholder (which shall be in writing) and proxy, the manner in which it may must be executed, and verification of the authority to be provided by any Person signing of a proxy person who executes it on behalf of a DebentureholderSpecial Warrantholder; (bd) for the deposit of voting certificates or instruments appointing proxyholders proxies at such place as the Debenture Trustee, the Corporation or the Debentureholders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be deposited; (c) the deposit of instruments appointing proxyholders at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates or instruments appointing proxyholders proxies to be provided sent by mail, cable, telex or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation AltaRex or to the Debenture Trustee at the place at which where the meeting is to be held and for the voting of pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting; and (de) generally for the calling of a meeting meetings of Debentureholders Special Warrantholders and the conduct of business thereat. thereof. (2) Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save . (3) Except as such regulations may provide, the only Persons persons who shall will be recognized at any a meeting as the holders of any DebenturesSpecial Warrants, or as entitled to vote or or, subject to Section 7.10, be present at the meeting in respect thereof, shall will be Debentureholders and Persons whom Debentureholders have by instrument in writing the registered holders of such Special Warrants or their duly appointed as their proxies.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of Warrantholders for the purpose of determining Warrantholders entitled to receive notice of and to vote at the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdermeeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Trustee stating that the Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of the Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Warrantholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Warrantholders or their proxiescounsel, or proxies of Warrantholders.

Regulations. 11.9.1 The Debenture Trustee, or the Corporation Company with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingand governing: (a) the voting by proxy by Debentureholders, the Debenture holders and form of the instrument appointing a proxyholder (which shall be in writing) proxies where authorized under such regulations and the manner in which it may the same shall be executed, and for the production of the authority to be provided by of any Person person signing a proxy on behalf of a Debentureholderthe giver of such proxy; (b) the deposit of instruments appointing proxyholders proxies at such place as the Debenture Trustee, the Corporation Company or the Debentureholders Debenture holders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment adjournment thereof by which the same shall be deposited;; and (c) the deposit of instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, cabled, telegraphed, telecopied or sent by telex before the meeting to the Corporation Company or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and. (d) generally for the calling of a meeting of Debentureholders and the conduct of business thereat. 11.9.2 Any regulations so regulation made in accordance with this section 11.9 shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debentures, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders Debenture holders and Persons persons whom Debentureholders Debenture holders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of Warrantholders for the purpose of determining Warrantholders entitled to receive notice of and to vote at the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdermeeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Trustee stating that the Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of the Warrant Certificates specified therein; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Warrantholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesWarrantholders or proxies of Warrantholders.

Regulations. The Debenture TrusteeSubscription Receipt Agent, or the Corporation Company with the approval of the Debenture TrusteeSubscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingconsider necessary for: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdervote at such meeting; (b) the deposit of instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeSubscription Receipt Agent, the Corporation Company or the Debentureholders Receiptholders, convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (c) the deposit of instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation Company or to the Debenture Trustee Subscription Receipt Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (d) the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and (de) generally for the calling of a meeting meetings of Debentureholders Receiptholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Receiptholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 8.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing Receiptholders or their counsel, or duly appointed as their proxiesproxies of Receiptholders.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder (which shall be in writing) meeting for the purpose of determining Warrant Holders entitled to receive notice of and to vote at the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a Debentureholdermeeting; (b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Trustee stating that the Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of the Warrant Certificates specified therein. (c) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation or the Debentureholders Warrant Holders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (cd) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (e) the form of the instrument of proxy; and (df) generally for the calling of a meeting meetings of Debentureholders Warrant Holders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Warrant Holder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 8.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Warrant Holders or their proxiescounsel, or proxies of Warrant Holders.

Regulations. The Debenture Trustee, Trustee or the Corporation with the approval of the Debenture Trustee, Trustee may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfit: (a) for the issue of voting certificates: (i) by any bank, trust company or other depository approved by the Trustee certifying that specified unregistered Debentures have been deposited with it by a named holder and will remain on deposit until after the meeting and any adjournment thereof, and (ii) by any bank, trust company, insurance company, governmental department or agency approved by the Trustee certifying that it is the holder of specified unregistered Debentures and will continue to hold the same until after the meeting and any adjournment thereof which voting certificates shall entitle the holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy by Debentureholdersor proxies to represent them and vote for them at any such meeting and at any adjournment thereof, in the form same manner and with the same effect as though the holders so named in such voting certificates were the actual bearers of the instrument appointing a proxyholder (which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a DebentureholderDebentures specified therein; (b) for the deposit of voting certificates and/or instruments appointing proxyholders proxies at such place as the Debenture Trustee, the Corporation or the Debentureholders Debenture holders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be deposited;direct; and (c) for the deposit of voting certificates and/or instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such voting certificates and/or instruments appointing proxyholders proxies to be provided mailed, cabled, telegraphed, telecopied or sent by other means of recorded communication before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (d) generally for the calling of a meeting of Debentureholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debentures, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders persons who produce unregistered Debentures at the meeting and Persons the registered Debenture holders and persons whom Debentureholders registered Debenture holders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture Trustee, Trustee or the Corporation Corporation, with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) the issue of voting certificates by any bank, trust Corporation or other depository satisfactory to the Trustee stating that the Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy by Debentureholders, or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the form same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of the instrument appointing a proxyholder (which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a DebentureholderWarrant Certificates specified therein; (b) the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (c) the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed, cabled or telegraphed before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (d) the form of the instrument of proxy; and (de) generally for the calling of a meeting of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any DebenturesWarrantholders, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesWarrantholders or proxies of Warrantholders.

Regulations. The Debenture TrusteeWarrant Agent, or the Corporation Company with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time or vary such regulations as it shall from time to time think fit providing for or and governing the following: (a) the issue of voting certificates: (i) by any bank, trust company or other depository approved by the Warrant Agent, certifying that specified Warrants have been deposited with it by a named holder and will remain on deposit until after the meeting; or (ii) by any bank, trust company, insurance company, governmental department or agency approved by the Warrant Agent, certifying that it is the holder of specified Warrants and will continue to hold the same until after the meeting, which voting certificates shall entitle the holders named therein to be present and vote at any meeting and at any adjournment thereof or to appoint a proxy by Debentureholdersor proxies to represent them and vote for them at any meeting and at any adjournment thereof, in the same manner and with the same effect as though the holders named in the voting certificates were the actual holders of the specified Warrants; (b) the form of the instrument appointing a proxyholder proxy (which shall be in writing) and ), the manner in which it may the same shall be executed, executed and the form of any authority to be provided by any Person signing under which a person executes a proxy on behalf of a DebentureholderWarrantholder; (bc) the deposit of certificates, instruments appointing proxyholders proxies or authorities at such place or places as the Debenture Trustee, the Corporation Warrant Agent (or the Debentureholders convening Company or Warrantholders in case the meetingmeeting is convened by the Company or the Warrantholders, as the case may be, may, ) may in the notice convening the meeting, meeting direct and the time, time (if any, ) before the holding of the meeting or any adjustment thereof by adjourned meeting at which the same shall be deposited; (cd) the deposit of voting certificates or instruments appointing proxyholders proxies at an approved some place or places other than the place at which the meeting is to be held and enabling for particulars of such the voting certificates or instruments appointing proxyholders proxies to be provided cabled or telegraphed or notified by other means of communication before the meeting to the Corporation Company or to the Debenture Trustee at the place at which the meeting is to be held Warrant Agent and for the voting of voting certificates and proxies so deposited as though if the voting certificates or the instruments themselves were produced at the meetingmeeting or deposited at any other place required pursuant to subsection (c); and (de) generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save Except as such the regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any DebenturesWarrants, or as entitled to vote or to be present at the meeting in respect thereof, shall be Debentureholders registered Warrantholders and Persons persons whom Debentureholders registered Warrantholders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture TrusteeSubject to compliance with the provisions of this Indenture and Applicable Legislation, the Warrant Agent, or the Corporation with the approval of the Debenture TrusteeWarrant Agent, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the following: for: (a) voting by proxy by Debentureholders, the form setting of the instrument appointing record date for a proxyholder meeting for the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting; (b) the means by which shall a meeting may be convened or held (including by telephonic or other electronic means) and/or the means in writingwhich voting may be conducted at a meeting of Registered Warrantholders; (c) for Registered Warrantholders to appoint a proxy or proxies to represent them and vote for them at any such meeting (and any adjournment thereof) and the manner in which it may same is to be executed, and for the production of the authority to be provided by of any Person persons signing a proxy on behalf of a Debentureholder; the Registered Warrantholder appointing them; (bd) the deposit of instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeWarrant Agent, the Corporation or the Debentureholders Registered Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be deposited; direct; (ce) the deposit of instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or sent by facsimile or other electronic format before the meeting to the Corporation or to the Debenture Trustee Warrant Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (df) the form of the instrument of proxy or the manner in which it must be executed; and (g) generally for the calling of a meeting meetings of Debentureholders Registered Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Registered Warrantholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiesRegistered Warrantholders or proxies of Registered Warrantholders.

Regulations. The Debenture TrusteeWarrant Agent, or the Corporation with the approval of the Debenture TrusteeWarrant Agent, such approval not to be unreasonably withheld, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the followingfor: (a) voting by proxy by Debentureholders, 7.8.1 the form setting of the instrument appointing record date for a proxyholder (meeting for the purpose of determining Warrantholders entitled to receive notice of and to vote at the meeting; 7.8.2 the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Warrant Agent stating that the Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall be in writing) and entitle the manner in which it may be executed, and the authority persons named therein to be provided by present and vote at any Person signing such meeting and at any adjournment thereof or to appoint a proxy on behalf or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of a Debentureholderthe Warrant Certificates specified therein; (b) 7.8.3 the deposit of voting certificates and instruments appointing proxyholders proxies at such place and time as the Debenture TrusteeWarrant Agent, the Corporation or the Debentureholders Warrantholders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (c) 7.8.4 the deposit of voting certificates and instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxyholders proxies to be provided mailed or telecopied before the meeting to the Corporation or to the Debenture Trustee Warrant Agent at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meetingmeeting;‌‌ 7.8.5 the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and (d) 7.8.6 generally for the calling of a meeting meetings of Debentureholders Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons persons who shall be recognized at any meeting as the holders of any Debenturesa Warrantholder, or as be entitled to vote or be present at the meeting in respect thereofthereof (subject to Section 7.9), shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as Warrantholders or their proxiescounsel, or proxies of Warrantholders.

Regulations. The Debenture Trustee, or the Corporation Company with the approval of the Debenture Trustee, may from time to time make and from time to time vary such regulations as it shall from time to time think fit providing for or governing the following: (a) voting by proxy by Debentureholders, the Holders and the form of the instrument appointing a proxyholder proxy (which shall be in writing) and the manner in which it may the same shall be executed, executed and for the production of the authority to be provided by of any Person signing a proxy on behalf of a Debentureholder; (b) the deposit of instruments appointing proxyholders at such place as the Debenture Trustee, the Corporation Company or the Debentureholders convening the a particular meeting, as the case may be, may, may in the notice convening the meeting, meeting direct and the time, if any, before the holding of the meeting or any adjustment adjournment thereof by which the same shall be deposited;; and (c) the deposit of instruments appointing proxyholders at an some approved place or places other than the place at which the a particular meeting is to be held and enabling particulars of such instruments appointing proxyholders to be mailed, faxed or otherwise provided before the meeting to the Corporation Company or to the Debenture Trustee at the place at which where the meeting same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (d) generally for the calling of a meeting of Debentureholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as of the holders Holders of any Debentures, or as entitled to vote or be present at the meeting in respect thereof, shall be registered Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxies.

Regulations. The Debenture Trustee, or the Corporation with the approval of the Debenture Trustee, may from time to time make and from time to time or vary such regulations as it shall from time to time will think fit providing for or governing the followingfit: (ai) for the issue of voting certificates by proxy any bank, trust company or other depository, certifying that specified Warrants have been deposited with it by Debentureholdersa named Holder and will remain on deposit until after the meeting, which voting certificate will entitle the form Holders to be present and vote at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the holders so named in such voting certificates were the actual bearers of the instrument appointing a proxyholder (which shall be in writing) and the manner in which it may be executed, and the authority to be provided by any Person signing a proxy on behalf of a DebentureholderWarrants specified therein; (bii) for the deposit of voting certificates or instruments appointing proxyholders proxies at such place and time as the Debenture Trustee, the Corporation or the Debentureholders Warrant Holders convening the meeting, as the case may be, may, may in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjustment thereof by which the same shall be depositeddirect; (ciii) for the deposit of voting certificates or instruments appointing proxyholders proxies at an some approved place or places other than the place at which the meeting is to be held held, and enabling particulars of such voting certificates or instruments appointing proxyholders proxies to be provided mailed, cabled or telegraphed before the meeting to the Corporation or to the Debenture Trustee at the place at which where the meeting same is to be held held, and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and (div) generally for the calling form of a meeting the instrument of Debentureholders and the conduct of business thereatproxy. Any regulations so made shall will be binding and effective and the votes given in accordance therewith shall will be valid and shall will be counted. Save as such regulations may provide, the only Persons persons who shall will be recognized at any meeting as the holders Holder of any DebenturesWarrants, or as entitled to vote or be present at the meeting in respect thereof, shall will be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxiespersons who produce Warrants at the meeting.