Common use of Rules Regarding Calculation of Adjustment of Conversion Price Clause in Contracts

Rules Regarding Calculation of Adjustment of Conversion Price. The following rules apply to adjustments under this ARTICLE 8: (a) The adjustments provided for in sections 8.5, 8.6, 8.7 and 8.8 are cumulative and will, in the case of adjustments to the Conversion Price, be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this section 8.9. (b) No adjustment in the Conversion Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) No adjustment in the Conversion Price will be made under this ARTICLE 8 if the Lender is entitled to participate in such event on the same terms, mutatis mutandis, as if the Lender had exercised its conversion privilege prior to or on the effective date or record date of such event. (d) No adjustment in the Conversion Price will be made under this ARTICLE 8 in respect of the issue from time to time of Common Shares issuable as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganization. (e) If at any time a dispute arises with respect to adjustments provided for in this ARTICLE 8 such dispute will be conclusively determined by the auditors of the Borrower or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action by the directors of the Borrower and any such determination will be binding upon the Borrower and the Lender. The Borrower will provide such auditors or accountants with access to all necessary records of the Borrower. (f) If the Borrower sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will be required by reason of the setting of such record date. (g) In the absence of a resolution of the directors of the Borrower fixing a record date for a Special Distribution or Rights Offering, the Borrower will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. (h) The Borrower will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in this ARTICLE 8, forthwith give notice to the Lender specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price. (i) The Borrower covenants to and in favour of the Lender that so long as any of the Principal Sum hereunder remains outstanding, it will give notice to the Lender of its intention to fix a record date for any event referred to in this ARTICLE 8 (other than the subdivision or consolidation of the Common Shares) which may give rise to an adjustment in the Conversion Price, and, in each case, such notice must specify the particulars of such event and the record date and the effective date for such event; provided that the Borrower is only required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice must be given not less than 14 days in each case prior to such applicable record date or effective date.

Rules Regarding Calculation of Adjustment of Conversion Price. The following rules apply to adjustments under this ARTICLE 8For the purposes of sections 3.4 and 3.5: (a) The adjustments provided for in sections 8.5, 8.6, 8.7 3.4 and 8.8 3.5 are cumulative and will, in the case of adjustments to the Conversion Price, will be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this section 8.9section. (b) No adjustment in the Conversion Price is will be required to be made unless such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments which, except for the provisions of this subsection, subsection would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustmentsadjustment. (c) No adjustment in the Conversion Price will be made under this ARTICLE 8 in respect of any event described in section 3.4, other than the events referred to in subsections 3.4(2)(iii) and (iv), if the Lender is Noteholders are entitled to participate in such event on the same terms, mutatis mutandis, as if the Lender they had exercised its conversion privilege converted their Notes prior to or on the effective date or record date of such event. Any such participation will be subject to the prior consent of each Canadian stock exchange on which the Common Shares are listed and of any other applicable regulatory authority. (d) No adjustment in the Conversion Price will be made under this ARTICLE 8 in respect of the issue from time to time of Common Shares issuable as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganization. (e) If at any time a dispute arises with respect to adjustments provided for in this ARTICLE 8 section 3.4, such dispute will be conclusively determined determined, subject to all applicable regulatory approvals, by the auditors of the Borrower Corporation’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action by the directors of the Borrower Directors and any such determination will be binding upon the Borrower Corporation, the Trustee, the Noteholders, and shareholders of the Lender. The Borrower will provide Corporation; such auditors or accountants with will be given access to all necessary records of the BorrowerCorporation. If any such determination is made, the Corporation will deliver a Certificate of the Corporation to the Trustee describing such determination. (fe) If the Borrower Corporation sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be required by reason of the setting of such record datemade. (gf) In the absence of a resolution of the directors of the Borrower Directors fixing a record date for a Special Distribution or Rights Offering, the Borrower Corporation will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. (hg) The Borrower will from time For greater certainty, Noteholders shall have no right to time, immediately after the occurrence of convert Notes into any event which requires an adjustment or readjustment as provided in this ARTICLE 8, forthwith give notice to the Lender specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price. (i) The Borrower covenants to and in favour of the Lender that so long as any of the Principal Sum hereunder remains outstanding, it will give notice to the Lender of its intention to fix a record date for any event referred to in this ARTICLE 8 (security other than the subdivision or consolidation of the Common Shares) which may give rise to Shares unless an appropriate adjustment is made by and set forth in the Conversion Price, and, in each case, such notice must specify the particulars of such event and the record date and the effective date for such event; provided that the Borrower is only required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice must be given not less than 14 days in each case prior to such applicable record date or effective datean indenture supplemental hereto.

Rules Regarding Calculation of Adjustment of Conversion Price. The following rules apply to adjustments under this ARTICLE 8: (a) The adjustments and readjustments provided for in sections 8.5, 8.6, 8.7 and 8.8 this ARTICLE 4 are cumulative and will, in the case of adjustments to the Conversion Price, be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occursand, subject to subsection 4.7(b), will apply (without duplication) to successive issues, subdivisions, combinations, consolidations, distributions and any other events that require adjustment of the following subsections Conversion Price or the number or kind of shares or securities to be issued upon conversion of this section 8.9Debenture. (b) No adjustment in the Conversion Price is will be required to be made unless such the adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, Price then in effect provided however, that any adjustments whichthat, except for the provisions of this subsection, subsection 4.7(b) would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustmentsadjustment. (c) No adjustment in the Conversion Price will be made under this ARTICLE 8 in respect of any event described in subsections 4.2(a), 4.3 or 4.4 if the Lender Holder is entitled to participate in such the event on the same terms, mutatis mutandis, as if the Lender Holder had exercised its conversion privilege converted this Debenture immediately prior to or on the effective date or record date of such the event. (d) No adjustment in the Conversion Price will be made under pursuant to this ARTICLE 8 4 in respect of the issue Common Shares issued or issuable from time to time of Common Shares issuable as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganizationcourse. (e) If at any time a dispute arises with respect to adjustments provided for in this ARTICLE 8 such of the Conversion Price, the dispute will be conclusively determined by the Company’s auditors of the Borrower or or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action by the directors of the Borrower Company and any such determination determination, absent manifest error, will be binding upon the Borrower Company and the Lender. The Borrower will provide such auditors or accountants with access to all necessary records of the BorrowerHolder. (f) If the Borrower Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, subscription or purchase rights and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement abandons its plan plans to pay or deliver such dividend or the dividend, distribution or take such other action, subscription or purchase rights then no adjustment in the Conversion Price will be required by reason of the setting of such the record date. (g) In the absence of a resolution of the directors of the Borrower fixing a record date for a Special Distribution or Rights Offering, the Borrower will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. (h) The Borrower will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in this ARTICLE 8, forthwith give notice to the Lender specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price. (i) The Borrower covenants to and in favour of the Lender that so long as any of the Principal Sum hereunder remains outstanding, it will give notice to the Lender of its intention to fix a record date for any event referred to in this ARTICLE 8 (other than the subdivision or consolidation of the Common Shares) which may give rise to an adjustment in the Conversion Price, and, in each case, such notice must specify the particulars of such event and the record date and the effective date for such event; provided that the Borrower is only required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice must be given not less than 14 days in each case prior to such applicable record date or effective date.

Rules Regarding Calculation of Adjustment of Conversion Price. The following rules apply to adjustments under this ARTICLE 8For the purposes of Section 3.3: (a) The adjustments provided for in sections 8.5, 8.6, 8.7 and 8.8 Section 3.3 are cumulative and will, in the case of adjustments to the Conversion Price, will be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections remaining provisions of this section 8.9Section 3.3. (b) No adjustment in the Conversion Price is will be required to be made unless such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments which, except for the provisions of this subsectionSubsection 3.4(b), would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustmentsadjustment. (c) No adjustment in the Conversion Price will be made under this ARTICLE 8 in respect of any event described in Section 3.3 if the Lender Holder is entitled to participate (and did so participate) in such event on the same terms, mutatis mutandis, as if the Lender it had exercised converted its conversion privilege Debenture prior to or on the effective date or record date of such event. Any such participation will be subject to the prior consent of the Principal Market on which the Common Shares are listed or quoted for unlisted trading privileges, or were listed in the year prior to the occurrence of the event described in this Subsection 3.4(c), if applicable. (d) No adjustment in the Conversion Price will be made under this ARTICLE 8 in respect of the issue from time to time of Common Shares issuable as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganization. (e) If at any time a dispute arises with respect to adjustments provided for in this ARTICLE 8 Section 3.3, subject to the prior written consent of the Principal Market, if applicable, such dispute will be conclusively determined by the auditors of the Borrower or if they are unable or unwilling to act, by such other a firm of independent chartered accountants as (who may be selected by action by the directors of the Borrower Corporation's auditors) and any such determination will be binding upon the Borrower Corporation, the Holder and the Lender. The Borrower will provide such auditors or accountants with access to all necessary records shareholders of the BorrowerCorporation. (fe) If the Borrower sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or Corporation sets a record date to take any other action and, and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other such action, decides not to implement legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be required by reason of the setting of such record datemade. (gf) In the absence of a resolution of the Corporation's board of directors of the Borrower fixing a record date for a Capital Reorganization, Special Distribution or Rights Offering, the Borrower will Corporation shall be deemed to have fixed as the a record date therefor the date on which the Capital Reorganization, Special Distribution or Rights Offering is effectedaffected. (h) The Borrower will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in this ARTICLE 8, forthwith give notice to the Lender specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price. (i) The Borrower covenants to and in favour of the Lender that so long as any of the Principal Sum hereunder remains outstanding, it will give notice to the Lender of its intention to fix a record date for any event referred to in this ARTICLE 8 (other than the subdivision or consolidation of the Common Shares) which may give rise to an adjustment in the Conversion Price, and, in each case, such notice must specify the particulars of such event and the record date and the effective date for such event; provided that the Borrower is only required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice must be given not less than 14 days in each case prior to such applicable record date or effective date.

Rules Regarding Calculation of Adjustment of Conversion Price. The following rules apply to adjustments under this ARTICLE 8For the purposes of section 4.3: (a) The adjustments provided for in sections 8.5, 8.6, 8.7 and 8.8 section 4.3 are cumulative and will, in the case of adjustments to the Conversion Price, will be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this section 8.9section. (b) No adjustment in the Conversion Price is will be required to be made unless such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments which, except for the provisions of this subsection, subsection would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustmentsadjustment. (c) No adjustment in the Conversion Price will be made under this ARTICLE 8 if required upon the Lender is entitled issuance from time to participate in such event on time of Common Shares pursuant to any option or purchase plan, deferred plan or any distribution reinvestment plan from time to time adopted by the same terms, mutatis mutandis, as if the Lender had exercised its conversion privilege prior to or on the effective date or record date of such eventCompany. (d) No adjustment in the Conversion Price will be made under this ARTICLE 8 in respect of any event described in section 4.3, except as otherwise provided herein; or if Debentureholders are entitled to participate in such event on the issue from time same terms, mutatis mutandis as if they had converted their Debentures prior to time or on the effective date or record date of such event. Any such participation will be subject to any required consent of each Canadian stock exchange on which the Common Shares issuable as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganizationare listed. (e) If at any time a dispute arises with respect to adjustments provided for in this ARTICLE 8 section 4.3, such dispute will be conclusively determined determined, subject to any required consent of the TSX and subject to manifest error, by the auditors of the Borrower Company’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action by the directors of the Borrower Directors and any such determination will be binding upon the Borrower Company, the Debenture Trustee, the Debentureholders and shareholders of the Lender. The Borrower will provide Company; such auditors or accountants with will be given access to all necessary records of the BorrowerCompany. If any such determination is made, the Company will deliver a Certificate of the Company to the Debenture Trustee describing such determination, and the Debenture Trustee shall be entitled to act and rely upon such Certificate. (f) If the Borrower Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be required by reason of the setting of such record datemade. (g) In the absence of a resolution of the directors of the Borrower Directors fixing a record date for a Special Distribution or Rights Offering, the Borrower Company will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. (h) The Borrower will from time For greater certainty, Debentureholders shall have no right to time, immediately after the occurrence of convert Debentures into any event which requires an adjustment or readjustment as provided in this ARTICLE 8, forthwith give notice to the Lender specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price. (i) The Borrower covenants to and in favour of the Lender that so long as any of the Principal Sum hereunder remains outstanding, it will give notice to the Lender of its intention to fix a record date for any event referred to in this ARTICLE 8 (security other than the subdivision or consolidation of the Common Shares) which may give rise to Shares unless an appropriate adjustment is made by and set forth in the Conversion Price, and, in each case, such notice must specify the particulars of such event and the record date and the effective date for such event; provided that the Borrower is only required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice must be given not less than 14 days in each case prior to such applicable record date or effective datean indenture supplemental hereto.

Rules Regarding Calculation of Adjustment of Conversion Price. The following rules apply to adjustments under this ARTICLE 8For the purposes of Section 6.5: (a1) The adjustments provided for in sections 8.5, 8.6, 8.7 and 8.8 Section 6.5 are cumulative and will, in the case of adjustments to the Conversion Price, will be computed to the nearest one-one tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections remaining provisions of this section 8.9section. (b2) No adjustment in the Conversion Price is will be required to be made unless such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments which, except for the provisions of this subsection, subsection would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustmentsadjustment. (c3) No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares pursuant to the Corporation’s stock option plan, as such plan may be replaced, supplemented or further amended from time to time. In addition, for greater certainty, no adjustment in the Conversion Price upon an event referred to in Section 6.5 will be required upon the distribution from time to time of Common Shares or other securities by way of private placement or by way of prospectus which is made to the public in general. (4) No adjustment in the Conversion Price will be made under this ARTICLE 8 in respect of any event described in Section 6.5 if the Lender Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if the Lender had exercised its conversion privilege prior to or on the effective date or record date of such event.mutatis (d) No adjustment in the Conversion Price will be made under this ARTICLE 8 in respect of the issue from time to time of Common Shares issuable as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganization. (e5) If at any time a dispute arises with respect to adjustments provided for in this ARTICLE 8 Section 6.5, subject to the prior written consent of the Principal Market, if applicable, such dispute will be conclusively determined by the auditors of the Borrower Corporation’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants which meet the criteria of Part 2 of National Instrument 52-108 – Auditor Oversight as may be selected by action by the board of directors of the Borrower Corporation, and any such determination will be binding upon the Borrower Corporation, the Holder and shareholders of the LenderCorporation. The Borrower will provide such Such auditors or accountants with will be given access to all necessary records of the BorrowerCorporation. (f6) If the Borrower Corporation sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, and thereafter and before the distribution dividend to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be required by reason of the setting of such record datemade. (g7) In the absence of a resolution of the board of directors of the Borrower Corporation fixing a record date for a Special Distribution or Rights Offering, the Borrower will Corporation shall be deemed to have fixed as the a record date therefor the date on which the Special Distribution or Rights Offering is effected. (h) The Borrower will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in this ARTICLE 8, forthwith give notice to the Lender specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price. (i) The Borrower covenants to and in favour of the Lender that so long as any of the Principal Sum hereunder remains outstanding, it will give notice to the Lender of its intention to fix a record date for any event referred to in this ARTICLE 8 (other than the subdivision or consolidation of the Common Shares) which may give rise to an adjustment in the Conversion Price, and, in each case, such notice must specify the particulars of such event and the record date and the effective date for such event; provided that the Borrower is only required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice must be given not less than 14 days in each case prior to such applicable record date or effective date.