Senior Secured Convertible Note dated March 25, 2024

(the “Issuance Date”)

Payments Of Principal. On the Maturity Date, the Issuer shall pay to the Noteholder an amount in cash representing all outstanding Principal, together with all accrued and unpaid Interest (if any) on such Principal on the Maturity Date.

Interest; Interest Rate.

Interest on this Note shall (i) commence accruing on the Issuance Date, (ii) be computed on the basis of actual number of days in a 360-day year, and (iii) be payable in cash or, at the election of the Issuer, capitalized (in accordance with Section 2(b) below) on the Interest Date with respect to each Interest Period in accordance with the terms of this Note (excluding, for the avoidance of doubt, any period during which Interest ceases to accrue pursuant to the terms of this Note or the Note Purchase Agreement (including Section 15 of the Note Purchase Agreement). All such Interest shall accrue at the Interest Rate; provided that notwithstanding the foregoing, if an Event of Default has occurred and is continuing, Interest shall accrue, to the fullest extent permitted by Applicable Law, at a rate equal to the applicable Interest Rate plus 1.00% per annum (which additional 1.00% per annum shall be payable in cash) (the “Default Rate”) until the relevant Event of Default shall have been cured or waived in accordance with the terms of this Note. In the case of

Subject to Applicable Law, at any time Interest is due and payable hereunder, such Interest shall be paid in cash, or, at the option of the Issuer with no less than five (5) Business Days’ written notice to the Noteholder prior to the applicable Interest Date (such written notice, a “PIK Notice”), may be capitalized by adding such amounts to the aggregate outstanding principal balance of this Note then outstanding on the applicable Interest Date (each such capitalized amount a “PIK Amount”). In the absence of a PIK Notice being delivered to the Noteholder at least five (5) Business Days (or such shorter period as the Noteholder may reasonably agree) prior to the applicable Interest Date, Interest shall be paid in cash for the applicable Interest Period. In the event that a PIK Notice is delivered by the Issuer and Interest is capitalized, the Issuer shall update the Register to reflect the increased Principal amount that arises as a result of such capitalization of Interest.

For purposes of the Interest Act (Canada), whenever any Interest under this Note is calculated using a rate based on a year of 360 days the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (i) the applicable rate based on a year of 360 days (ii) multiplied by the actual number of days in the calendar year in which the period for which such Interest is payable (or compounded) ends, and (iii) divided by 360. The principle of deemed reinvestment of interest does not apply to any Interest calculation under this Note and the rates of Interest stipulated in this Note are intended to be nominal rates and not effective rates or yields.

If any provision of this Note or of any of the other Transaction Documents would obligate the Issuer to make any payment of Interest or any other amount payable to the Noteholder in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in a receipt by the Noteholder of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law or so result in a receipt by the Noteholder of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: firstly, by reducing the amount or rate of interest required to be paid to the Noteholder under the applicable Transaction Document, and thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Noteholder which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada).

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Issuer under this Note shall be made free and clear of and without withholding or deduction for any Taxes, except as required by Applicable Law. If any Applicable Law requires the deduction or withholding of any Tax from any payment under this Note, then (i) if such Tax is an Indemnified Tax and/or Other Tax, the amount payable by the Issuer shall be increased as necessary so that after such deduction or withholding has been made (including such deductions or withholdings applicable to additional sums payable under this Section 3) the Noteholder receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Issuer shall make such deductions and (iii) the Issuer shall timely pay the full amount deducted to the relevant governmental authority in accordance with Applicable Law and file all required forms in respect thereof and, at the same time, provide copies of such remittance and filing to the Noteholder.

Purpose. The Issuer shall use the proceeds of this Note (i) for general corporate purposes (including working capital and operating expenses) of the Issuer and its Subsidiaries, (ii) to advance the construction of the Facility and (iii) to pay fees, premiums, expenses and other transaction costs payable or otherwise borne by the Issuer and/or any of its Subsidiaries in connection with the Transactions (including the entry into this Note, the Note Purchase Agreement and the other Transaction Documents and the performance of their respective obligations thereunder).

Conversion Of Note. This Note shall be convertible at the option of the Noteholder on the terms and conditions set forth in this Section 5 and subject to Section 15 of the Note Purchase Agreement.

Noteholder Conversion Right. The Noteholder shall be entitled at its option at any time and from time to time (other than at such time as any conversion rights of such Noteholder shall have been suspended pursuant to the terms of this Note or the Note Purchase Agreement (including Section 15 of the Note Purchase Agreement)) to convert all or a portion of the Conversion Amount into that number of validly issued, fully paid and non-assessable Common Shares equal to the Conversion Amount divided by the Conversion Price. To convert any Conversion Amount into Common Shares on any Trading Day (the date of such conversion, a “Conversion Date”), the Noteholder shall deliver, for receipt by no earlier than 4:00 p.m. New York time, and no later than 11:59 p.m., New York time, on the Conversion Date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Noteholder Conversion Notice”) to the Issuer, which Noteholder Conversion Notice shall set forth (i) the Conversion Amount, (ii) the calculation of the accrued and unpaid Interest included in the Conversion Amount as of the Conversion Date, and (iii) the calculation of the number of Common Shares required to be delivered in respect of such Noteholder Conversion Notice.

Mechanics of Conversion.

Satisfaction of Conversion. Any conversion in accordance with this Section 5 shall be deemed satisfied upon delivery of the appropriate number of Common Shares to the Noteholder by the end of the third Trading Day after the Conversion Date. For greater certainty, the Conversion Date does not count as a Trading Day. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares on the Conversion Date.

Return of Note. Following a conversion of this Note in accordance with this Section 5, the Noteholder shall as soon as practicable and in no event later than two (2) Business Days after such conversion and at its own expense, surrender this Note to a nationally recognized overnight delivery service for delivery to the Issuer (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 15(b). If this Note is physically surrendered for conversion and the outstanding Principal is greater than the Principal portion of the Conversion Amount being converted, then the Issuer shall as soon as practicable and in no event later than two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Noteholder (or its designee) a new Note (in accordance with Section 15(d)) representing the outstanding Principal not converted.

The Issuer shall not issue any fraction of a Common Share upon any conversion. If the conversion would result in the issuance of a fraction of a Common Share, the Issuer shall round such fraction of a Common Shares down to the nearest whole share.

Antitrust and Foreign Investment Laws. The Issuer shall only issue Common Shares upon conversion of this Note or otherwise pursuant to the terms of this Note to the extent the issuance of such Common Shares would not exceed the aggregate number of Common Shares that the Issuer may issue without violating the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) or any antitrust laws of other jurisdictions or any foreign investment laws applicable in connection with the issuance of the Common Shares upon conversion of this Note, except that such limitation shall not apply in the event that (i) the Noteholder (and, if applicable, the Issuer) obtains the necessary regulatory approvals as required by any applicable antitrust laws or foreign investment laws or (ii) the Noteholder (and, if applicable, the Issuer) obtains a written opinion from counsel to the Noteholder (or, in the case of the Issuer, counsel to the Issuer) that such approval(s) are not required. For the avoidance of doubt, the Issuer’s non-compliance with the limitations contained in this Section 5(c) shall not constitute an Event of Default or breach of this Note by the Issuer, and the Issuer shall not have any liability under this Note or otherwise resulting therefrom, but in the event that conversion of this Note requires any filing or approval under the HSR Act or any applicable antitrust laws of any other jurisdiction or any foreign investment laws the Noteholder and, if applicable, the Issuer shall endeavor to make such filings and obtain such approvals in accordance with, and subject to the limitations set forth in, Section 5(h) of the Note Purchase Agreement.

Redemptions by the Issuer. This Note may be redeemed at the option of the Issuer and must be redeemed in certain circumstances on a mandatory basis on the terms and subject to the conditions set forth in this Section 6 and all such optional and mandatory redemptions shall be subject to Section 5(d)(x) (including the adjustment to the applicable Optional Redemption Amount, Optional Redemption Price, ECF Mandatory Redemption Amount and/or ECF Mandatory Redemption Price that, in each case, occurs as a result of the pro rata application of redemptions and repurchases contemplated by clause (E) thereof) and Section 15 of the Note Purchase Agreement.

Optional Redemption Right. The Issuer shall be entitled to redeem (an “Optional Redemption”) at any time and from time to time all or any portion of the outstanding Principal (the “Optional Redemption Amount”) on the terms and subject to the conditions of this Section 6 for a cash price equal to the Optional Redemption Price; provided that any Optional Redemption with respect to the Noteholder shall be suspended, and the Issuer shall have no obligation to consummate any such Optional Redemption with respect to the Noteholder, at any time following delivery of a Redemption Notice, if the Noteholder’s entitlement to redemption shall have been suspended pursuant to the terms of this Note or the Note Purchase Agreement (including Section 15 of the Note Purchase Agreement).

ECF Mandatory Redemption.

Commencing with the delivery to the Noteholder of the financial statements for the fiscal year ending December 31, 2026 (but excluding any period during which any entitlement to redemption of the Noteholder shall have been suspended pursuant to the terms of this Note or the Note Purchase Agreement (including Section 15 of the Note Purchase Agreement), the Issuer shall redeem (the “ECF Mandatory Redemption”) the outstanding Principal of this Note for cash in an

Notwithstanding anything to the contrary in the immediately preceding clause (i):

following the occurrence of the First Modification Date and the Second Modification Date, as applicable, the ECF Mandatory Redemption Amount shall be applied on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of this Note and each then applicable Secured A&R Notes at such time) across the aggregate outstanding Principal of this Note and the aggregate outstanding principal amount of the Secured A&R Notes then outstanding;

following the Project Financing Closing Date, the ECF Mandatory Redemption Amount shall be reduced, on a dollar for dollar basis, by, the amount of Cash of the Subsidiaries of the Issuer comprising the U.S. Project Finance Group that is not permitted by the Project Loan Documentation to be distributed or otherwise transferred by such Persons to the Issuer or any of its Subsidiaries that are not part of the U.S. Project Finance Group;

following the Project Financing Closing Date, the Issuer shall not be required to prepay any amount that would otherwise be required to be paid pursuant to this Section 6(b) to the extent that the relevant Excess Cash Flow is generated by any Subsidiary of the Issuer that is not a Canadian Subsidiary (any such Person, a “Specified Subsidiary”) for so long as the repatriation and/or other transfer to the Issuer of any such amount would be, in the good faith determination of the Issuer, prohibited, restricted or delayed (solely to the extent of such prohibition, restriction or delay) under any Applicable Law (including for the avoidance of doubt Applicable Laws relating to financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming and/or cross-streaming of Cash intra-group and Applicable Law relating to the fiduciary and/or statutory duties of the directors (or equivalent Persons) of the Issuer and/or any of its Subsidiaries) or would conflict with the fiduciary and/or statutory duties of such Specified Subsidiary’s directors (or equivalent Persons), or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Specified Subsidiary (it being agreed

if the Issuer determines in good faith that the repatriation (or other intercompany distribution or transfer) to the Issuer, directly or indirectly, from a Specified Subsidiary as a distribution or dividend (or other intercompany transfer) of any amount required to mandatorily redeem the Note pursuant to Section 6(b)(i) above would result in a material and adverse tax liability (including any withholding tax) being incurred by the Issuer or any of its Subsidiaries (such amount, a “Restricted Amount”), the applicable ECF Mandatory Redemption Amount shall be reduced by the Restricted Amount; provided that to the extent that the repatriation (or other intercompany distribution or transfer) of the relevant Excess Cash Flow, directly or indirectly, from the relevant Specified Subsidiary would no longer have a material and adverse tax consequence within the 365-day period following the end of the applicable Excess Cash Flow Period, an amount equal to the Excess Cash Flow, to the extent available and not previously applied pursuant to this clause (4), shall be promptly applied to the redemption of the Note pursuant to Section 6(b)(i) as otherwise required above;

Mechanics of Redemption.

Redemption Notice.

To exercise its right to make any Optional Redemption pursuant to Section 6(a), the Issuer shall deliver to the Noteholder not less than five (5) Business Days but no more than fifty (50) Business Days prior to a Redemption Date a copy of an executed notice of redemption in the form attached hereto as Exhibit II (when used in connection with a redemption pursuant to this Section 6, the “Redemption Notice”), which Redemption Notice shall set forth (i) the Optional Redemption Price, (ii) the applicable

To make an ECF Mandatory Redemption pursuant to Section 6(b), the Issuer shall deliver to the Noteholder not more than five (5) Business Days after the date the applicable annual consolidated financial statements of the Issuer are required to be delivered to the Noteholder pursuant to Section 1(c) of Annex A-1 with respect to the relevant Excess Cash Flow Period, a copy of an executed Redemption Notice, which Redemption Notice shall set forth (i) the ECF Mandatory Redemption Price, (ii) the applicable ECF Mandatory Redemption Amount and (iii) a calculation of the accrued and unpaid Interest included in the ECF Mandatory Redemption Price, in each case as of the Redemption Date and after giving effect to any reductions in the ECF Mandatory Redemption Amount required to be applied to the Principal as provide in Section 6(b) above.

Satisfaction of Redemption. Any redemption on a Redemption Date in accordance with this Section 6 shall be deemed satisfied upon payment of the Optional Redemption Price or the ECF Mandatory Redemption Price, as applicable, in cash to the Noteholder by the end of the proposed Redemption Date set forth in the Redemption Notice (in the case of an Optional Redemption) and by the end of the fifth (5^th) Business Day following delivery of the Redemption Notice (in the case of an ECF Mandatory Redemption).

Return of Note. Following a redemption of this Note in accordance with this Section 6, the Noteholder shall as soon as practicable and in no event later than two (2) Business Days after receipt of the Redemption Price and at its own expense surrender this Note to a nationally recognized overnight delivery service for delivery to the Issuer (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 15(b)). If this Note is physically surrendered pursuant to an Optional Redemption or an ECF Mandatory Redemption and the outstanding Principal of this Note is greater than the Principal portion of the Optional Redemption Amount or ECF Mandatory Redemption Amount being redeemed, then the Issuer shall as soon as practicable and in no event later than two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Noteholder (or its designee) a new Note (in accordance with Section 15(d)) representing the outstanding Principal not redeemed.

Conversion Prior to Redemption. The Noteholder may convert this Note at its option pursuant to Section 5(a) hereof at any time after receipt of a Redemption Notice and prior to payment of the Optional Redemption Price or the ECF Mandatory Redemption Price, as applicable. If any Optional Redemption is conditioned on the occurrence of another event, the Redemption Notice relating to such Optional Redemption shall provide that the Issuer will notify the Noteholder when such event has occurred, and the Noteholder shall have at least five (5) Business days after receipt of such notice to exercise its option to convert this Note pursuant to Section 5(a).

Warrants in respect of Redemptions. Provided the Noteholder has not elected to convert this Note in whole into Common Shares in accordance with Section 6(c)(iv) following receipt of a Redemption Notice, the Issuer shall issue to the Noteholder, on the applicable Redemption Date, a number of share warrants of the Issuer (the “Redemption Warrants”) entitling the Noteholder to acquire a number of Common Shares equal to the Optional Redemption Amount or ECF Mandatory Redemption Amount, as applicable, divided by the then applicable Conversion Price and expiring on March 25, 2030. The initial exercise price of such Redemption Warrants will be equal to the applicable Conversion Price as of the applicable Redemption Date. The form of Warrant certificate for such Redemption Warrants is attached hereto as Exhibit III.

Rights Upon Event of Default.

Events of Default. Each of the following events shall constitute an “Event of Default”:

default in any payment of interest on this Note when due and payable that has continued for a period of thirty (30) days;

default in the payment of Principal and Make-Whole Amount, if any, within five (5) Business Days of becoming due and payable on the Maturity Date, a Redemption Date or upon declaration of acceleration hereunder;

failure by the Issuer to comply with its obligation to (A) convert this Note in accordance with the terms hereof upon exercise by the Noteholder of its conversion right in accordance with the terms hereof or (B) issue Redemption Warrants in accordance with the terms hereof; provided that, in each case, such failure continues for a period of five (5) Business Days after the date such conversion or issuance was required to occur;

failure by the Issuer to comply with Section 10 of Annex A-2;

failure by the Issuer for thirty (30) days after written notice from the Required Noteholders has been received by the Issuer to comply with any of its other agreements contained in this Note (including the Annexes hereto), the Note Purchase Agreement or the other Transaction Documents;

any (A) “Event of Default” (howsoever defined) under the Existing Convertible Debt or (B) default by the Issuer or any Subsidiary with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any Indebtedness for money borrowed of $100,000,000 or more (or its foreign currency equivalent) in the aggregate of the Issuer or such subsidiary, whether such Indebtedness now exists or shall hereafter be created, (1) resulting in such Indebtedness becoming or being declared due and payable prior to its stated maturity date or (2) constituting a failure to pay the principal of any such debt when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase or redemption or upon declaration of acceleration, and in the cases of clauses (1) and (2), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such Indebtedness is not paid or discharged, as the case may be, within thirty (30) days after written notice of such default to the Issuer by the Required Noteholders;

failure by the Issuer or any other Note Party to pay any final, non-appealable judgments, individually or in the aggregate, of an amount (net of amounts covered by insurance or bonded) in excess of $150,000,000, and such judgment or judgments have not been satisfied, stayed, paid, discharged, vacated, bonded, annulled or rescinded for a period of thirty (30) days after the judgment becomes final;

commencement by a Note Party or a Significant Subsidiary of a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Note Party or a Significant Subsidiary or their respective debts under any Debtor Relief Law or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of such Note Party or a Significant Subsidiary or any substantial part of their respective property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors;

an involuntary case or other proceeding having been commenced against a Note Party or a Significant Subsidiary seeking liquidation, reorganization or other relief with respect to such Note Party or a Significant Subsidiary or their respective debts under any Debtor Relief Law or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of such Note Party or a Significant Subsidiary or any substantial part of their respective property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of thirty (30) consecutive days;

the Common Shares cease to be listed on an Eligible Market; or

at any time after the execution and delivery thereof, (i) any Note Guaranty for any reason, other than the occurrence of the Reference Date, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared, by a court of competent jurisdiction, to be null and void or any Note Guarantor shall repudiate in writing its obligations thereunder (in each case, other than (x) as a result of the discharge of such Note Guarantor in accordance with the terms thereof, (y) as a result of any act or omission by the Collateral Agent, a Noteholder or any other Secured Party, and/or (z) in any bona fide, good faith dispute as to the scope of Collateral or whether any Note Guaranty or Lien has been or is required to be released), (ii) this Note or any Collateral Document ceases to be in full force and effect or shall be declared, by a court of competent jurisdiction, to be null and void or any Lien on any material portion of the Collateral created under the Collateral Document ceases to be perfected (other than solely by reason of (1) such perfection not being required pursuant to the Collateral and Guarantee Requirement, the Collateral Documents, this Note or otherwise, (2) the failure of the Collateral Agent to maintain possession of any Collateral actually delivered to it or the failure of the Collateral Agent to file UCC, PPSA or similar financing statements, amendments or continuation statements, (3) a release of Collateral in accordance with the terms hereof or any other Transaction Document, (4) the occurrence of the Reference Date or any other termination of such Collateral Document in accordance with the terms thereof) or (iii) any Note Party shall contest in writing, the validity or enforceability of any provision of any Finance Document (or any Lien purported to be created by the Collateral Documents on

Notice of Default; Accelerated Redemption Right. Within three (3) Business Days of any Responsible Officer of the Issuer obtaining knowledge of the occurrence of a Default with respect to this Note the Issuer shall deliver written notice thereof (a “Default Notice”) to the Noteholder that includes (i) a reasonable description of the applicable Default, (ii) a certification as to whether, in the opinion of the Issuer, such Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Issuer to cure such Default and (iii) a certification as to the date the Default occurred and, if cured on or prior to the date of such Default Notice, the applicable Event of Default Right Expiration Date (as defined below). At any time after the earlier of (A) receipt by the Required Noteholders of a Default Notice and the subsequent occurrence of an Event of Default and (B) the Required Noteholder becoming aware of an Event of Default and ending (such ending date, the “Event of Default Right Expiration Date”) on the twentieth (20th) Trading Day after the later of (x) the date such Default is cured and (y) the Required Noteholders’ receipt of a Default Notice and the subsequent occurrence of an Event of Default, the Required Noteholders may require the Issuer to redeem (unless such Event of Default has been cured on or prior to the Event of Default Right Expiration Date) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Issuer, which Event of Default Redemption Notice shall indicate the portion of this Note the Required Noteholders are electing to require the Issuer to redeem. Each portion of this Note subject to redemption by the Issuer pursuant to this Section 7(b) shall be redeemed by the Issuer for a cash purchase price “equal to the Forced Redemption Price. Any redemption upon an Event of Default in accordance with this Section 7(b) shall not constitute an election of remedies by the Noteholder, and all other rights and remedies of the Noteholder shall be preserved.

Satisfaction of Accelerated Redemption. The Issuer’s obligation to redeem in accordance with this Section 7 shall be deemed satisfied upon payment of the Forced Redemption Price in cash to the Noteholder by the end of the fifth Trading Day after the Event of Default Redemption Notice is given. For greater certainty, the day that the Event of Default Redemption Notice is given does not count as a Trading Day.

Return of Note. Following a redemption of this Note in accordance with this Section 7, the Noteholder shall as soon as practicable and in no event later than two (2) Business Days after receipt of the Forced Redemption Price and at its own expense surrender this Note to a nationally recognized overnight delivery service for delivery to the Issuer (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 15(b)). If this Note is physically surrendered pursuant to the foregoing sentence and the outstanding Principal of this Note is greater than the Principal portion of the Note being redeemed, then the Issuer shall as soon as practicable and in no event later than two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Noteholder (or its designee) a new Note (in accordance with Section 15(d)) representing the outstanding Principal not redeemed.

Notwithstanding the foregoing, in the event that upon an Event of Default the Issuer does not redeem the Note in accordance with this Section 7, the Collateral Agent (on the Noteholder’s behalf) may, by written notice, exercise any and all rights and remedies provided to the Collateral Agent under any of the Transaction Documents or at law or equity, including all remedies provided under the UCC.

In addition to the foregoing:

Automatic Acceleration. If a Bankruptcy Event of Default occurs, then the Principal of, and all accrued and unpaid interest and Make-Whole Amount on, this Note will immediately become due and payable without any further action or notice by any Person.

Optional Acceleration. If an Event of Default (other than a Bankruptcy Event of Default) occurs and is continuing, then the Required Noteholders may, by notice to the Issuer, declare the Principal, and all accrued and unpaid Interest on, this Note to become due and payable immediately.

Rescission of Acceleration. Notwithstanding anything to the contrary in this Note, the Required Noteholders, by notice to the Issuer, may rescind any acceleration of this Note and its consequences if (A) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (B) all existing Events of Default (except the non-payment of Principal of, or Interest on, this Note that has become due solely because of such acceleration) have been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.

The Issuer, for itself and on behalf on any other Note Party, expressly agrees and acknowledges (to the fullest extent it may lawfully do so) that the Make-Whole Amount payable in connection with any automatic acceleration of the Principal of this Note or any Forced Redemption Price in connection with a COC Mandatory Redemption or an Accelerated Redemption set forth in Section 7(b) (collectively, the “Premium”) (w) shall constitute reasonable and proportionate compensation for any lost profits or damages of the Noteholders caused by such events, (x) is the product of an arm’s length transaction resulting from good faith negotiations between sophisticated parties having received independent legal advice, (y) is payable notwithstanding the then prevailing market rates at the time payment of the Premium is made and (z) shall be payable by the Issuer or the Note Guarantors (as applicable) to the Noteholder as and to the extent provided in this Note, notwithstanding any automatic acceleration hereunder following a Bankruptcy Event of Default. The Issuer, for itself and on behalf on any other Note Party, hereby expressly agrees (to the fullest extent it may lawfully do so) that with respect to the Premium payable under the terms of this Note (i) payment of the Premium hereunder constitutes liquidated damages, is not a penalty, punishment, “unmatured interest” as that term is used in section 502(b) of the Bankruptcy Code (or otherwise) or an otherwise unenforceable or invalid obligation, and is a material inducement to each Noteholder, (ii) the actual amount of damages to the Noteholder or profits lost by the Noteholder as a result of the events

Allocation of Proceeds. All proceeds of Collateral received by the Noteholder or any Secured Party shall be applied in accordance with Section 9(h) of the Note Purchase Agreement.

Rights Upon Change of Control Transaction.

CoC Mandatory Redemption. Upon the consummation of a Change of Control Transaction, the Issuer shall redeem all, but not less than all, of this Note remaining outstanding and unconverted at such time for a cash purchase price equal to the Forced Redemption Price (a “CoC Mandatory Redemption”).

Mechanics of Redemption.

Redemption Notice. Upon a redemption by the Issuer pursuant to this Section 8, the Issuer shall deliver to the Noteholder, a copy of an executed notice of redemption in the form attached hereto as Exhibit II (when used in connection with a redemption pursuant to this Section 8, the “CoC Redemption Notice”) to the Noteholder, which CoC Redemption Notice shall, for greater certainty, set forth (i) the Forced Redemption Price and (ii) calculations of the accrued and unpaid Interest and Make-Whole Amount included in the Forced Redemption Price, in each case as of the Redemption Date.

Satisfaction of Redemption. Any redemption on a Redemption Date in accordance with this Section 8 shall be deemed satisfied upon payment of the Forced Redemption Price in cash to the Noteholder by the end of the third Trading Day after the CoC Redemption Notice is given. For greater certainty, the day that the CoC Redemption Notice is given does not count as a Trading Day.

Return of Note. Following a redemption of this Note in accordance with this Section 8, the Noteholder shall as soon as practicable and in no event later than two (2) Business Days after receipt of the Forced Redemption Price and at its own expense surrender this Note to a nationally recognized overnight delivery service for delivery to the Issuer (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 15(b)).

Conversion Prior to Redemption. The Noteholder may convert this Note at its option pursuant to Section 5(a) hereof at any time after receipt of a CoC Redemption Notice and prior to payment of the Forced Redemption Price.

Adjustments.

If and whenever, at any time after the Issuance Date and prior to the Maturity Date, the Issuer shall: (i) subdivide or re-divide its outstanding Common Shares into a greater number of Common Shares; (ii) reduce, reverse-split, combine or consolidate the outstanding Common Shares into a smaller number of Common Shares; (iii) issue options, rights, warrants or similar securities to the holders of all of the outstanding Common Shares; or (iv) issue Common Shares or securities convertible into Common Shares to the holders of all of the outstanding Common Shares by way of a dividend or distribution; the number of Common Shares issuable upon conversion of this Note on the date of the subdivision, re-division, reduction, reverse-split, combination or consolidation or on the record date for the issue of options, rights, warrants or similar securities or on the record date for the issue of Common Shares or securities convertible into Common Shares by way of a dividend or distribution, as the case may be, shall be adjusted so that the Noteholder shall be entitled to receive the kind and number of Common Shares or other securities of the Issuer which it would have owned or been entitled to receive after the happening of any of the events described in this Section 9(a) had this Note been converted immediately prior to the happening of such event or any record date with respect thereto. Any adjustments made pursuant to this Section 9(a) shall become effective immediately after the effective time of such event retroactive to the record date, if any, for such event.

If and whenever at any time after the Issuance Date and prior to the Maturity Date, there is a reclassification of the Common Shares or a capital reorganization of the Issuer other than as described in Section 9(a) or a consolidation, amalgamation, arrangement, binding share exchange, merger of the Issuer with or into any other Person or other entity or acquisition of the Issuer or other combination pursuant to which the Common Shares are converted into or acquired for cash, securities or other property; or a sale or conveyance of the property and assets of the Issuer as an entirety or substantially as an entirety to any other Person (other than a direct or indirect wholly-owned subsidiary of the Issuer) or other entity or a liquidation, dissolution or winding-up of the Issuer (in any of the foregoing cases, that is not a Change of Control Transaction), the Noteholder, if it has not exercised its right of

If, and whenever at any time after the Issuance Date and prior to the Maturity Date, the Issuer shall issue Additional Shares of Common Stock, without consideration or for a consideration per share less than the Conversion Price as of the date of issue thereof, then the Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula:

“CP₂” shall mean the Conversion Price in effect immediately after such issue of Additional Shares of Common Stock;

“CP₁” shall mean the Conversion Price in effect immediately prior to such issue of Additional Shares of Common Stock;

“A” shall mean the number of Common Shares outstanding immediately prior to such issue of Additional Shares of Common Stock (treating for this purpose as outstanding all Common Shares issuable upon exercise of options outstanding immediately prior to such issue or upon conversion or exchange of securities or notes convertible into Common Shares outstanding immediately prior to such issue);

“B” shall mean the number of Common Shares that would have been issued if such Additional Shares of Common Stock had been issued at a price per share equal to CP₁ (determined by dividing the aggregate consideration received by the Issuer (as determined in good faith by the Issuer’s board of directors) in respect of such issue by CP₁); and

“C” shall mean the number of such Additional Shares of Common Stock issued in such transaction.

If the Issuer or any of its subsidiaries makes a payment in respect of a tender offer or exchange offer for Common Shares (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the 1934 Act), and the value (determined as of the Expiration Time by the Issuer’s board of directors) of the cash and other consideration paid per Common Share in such tender or exchange offer exceeds the last reported sale price per Common Share on the Trading Day immediately after the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then the Conversion Price will be increased based on the following formula:

= the Conversion Price in effect immediately before the close of business on the last Trading Day of the Tender/Exchange Offer Valuation Period for such tender or exchange offer;

= the Conversion Price in effect immediately after the close of business on the last Trading Day of the Tender/Exchange Offer Valuation Period;

= the aggregate value (determined as of the time (the “Expiration Time”) such tender or exchange offer expires by the Issuer’s board of directors) of all cash and other consideration paid for Common Shares purchased or exchanged in such tender or exchange offer;

= the number of Common Shares outstanding immediately before the Expiration Time (including all Common Shares accepted for purchase or exchange in such tender or exchange offer);

= the number of Common Shares outstanding immediately after the Expiration Time (excluding Common Shares accepted for purchase or exchange in such tender or exchange offer); and

= the average of the last reported sale prices per Common Shares over the ten (10) consecutive Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately after the Expiration Date;

If, and whenever at any time after the Issuance Date and prior to the Maturity Date, the Issuer shall make or issue, or fix a record date for the determination of holders of Common Shares entitled to receive (and subsequently make or issue), a dividend or other distribution payable in cash or other property not involving Common Shares or securities convertible into Common Shares (which is the subject of Section 9(a)), then and in each such event the Noteholder of this Note shall receive, and shall accept, upon the conversion of this Note into Common Shares, a dividend or other distribution of such cash or other property in an amount equal to the amount of such cash or other property as it would have received if this Note had been converted into Common Shares on the date of such event.

On the occurrence of any reclassification of, or other change in, the outstanding Common Shares or any other event which is not a Change of Control Transaction or addressed in Section 9(a), 9(b), 9(c), 9(d) or 9(e) (each, an “Unanticipated Event”), the parties will, in good faith, make such further adjustments and changes and take all necessary actions, subject to the approval of the Noteholder, so as to ensure that the Noteholder receives, upon the conversion of this Note occurring at any time after the date of the occurrence of the Unanticipated Event, such shares, securities, rights, cash or property that the Noteholder would have received if, immediately prior to the date of such Unanticipated Event, the Noteholder had been the registered holder of the number of Common Shares to which the Noteholder would be entitled upon the conversion of this Note into Common Shares.

The adjustments provided for in Sections 9(a), 9(b), 9(c), 9(d), 9(e) and 9(f) are cumulative and will be made successively whenever an event referred to therein occurs.

If at any time a question or dispute arises with respect to the adjustments provided for in Sections 9(a), 9(b), 9(c), 9(d), 9(e) or 9(f) such question or dispute will be conclusively determined by a firm of nationally recognized chartered professional accountants appointed by the Issuer (who may be the auditors of the Issuer) and acceptable to the Required Noteholders. Such accountants shall have access to all necessary records of the Issuer and any such determination will be binding upon the Issuer and the Noteholder.

The Issuer shall, from time to time immediately after the occurrence of any event which requires an adjustment or re-adjustment as provided in Sections 9(a), 9(b), 9(c), 9(d), 9(e) or 9(f), deliver a certificate of the Issuer to the Noteholder specifying the nature of the event requiring the same and the amount of the necessary adjustment (or, in the case of Section 9(e), entitlement to cash or other property upon conversion) and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and, if reasonably required by the Noteholder, such certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered professional accountants appointed by the Issuer (who may be the auditors of the Issuer) and acceptable to the Noteholder.

Notwithstanding anything to the contrary in Sections 9(a), 9(b), 9(c), 9(d), 9(e) or 9(f), if the Noteholder would otherwise be entitled to receive, upon the exercise of its right of conversion, any property (including cash) or securities that would not constitute “prescribed securities” for the purposes of clause 212(1)(b)(vii)(E) of the Tax Act as it applied immediately before January 1, 2008 (“Ineligible Consideration”), the Noteholder shall not be entitled to receive such Ineligible Consideration and the Issuer or the successor or acquiror, as the case may be, shall have the right (at the sole option of the Issuer or the successor or acquiror, as the case may be) to deliver to the Noteholder “prescribed securities” for the purposes of clause 212(1)(b)(vii)(E) of the Tax Act as it applied immediately before January 1, 2008 with a market value (as conclusively determined by the board of directors of the Issuer) equal to the market value of such Ineligible Consideration.

Covenants. From the Closing Date until the Reference Date, the Issuer hereby agrees as set forth in Annex A-1, Annex A-2 and Annex A-3.

Multiple Noteholders. This Note shall be subject to the provisions of Section 5(d)(x) of the Note Purchase Agreement, including, for the avoidance of doubt, the modifications to the application of any Optional Redemption and ECF Mandatory Redemption pursuant to Section 6 of this Note contemplated thereby.

Voting Rights. The Noteholder shall have no voting rights as the holder of this Note, except as required by Applicable Law (including the Business Corporations Act (Ontario)).

Amendments and Other Modifications.

Except as provided in Section 13(b) below, the prior written consent of the Issuer and the Required Noteholders shall be required for any change to, or modification, waiver or amendment of, this Note, the Note Purchase Agreement or any Finance Document.

Notwithstanding the immediately preceding clause (a), without the consent of the Issuer and the holders of at least 75% of the aggregate principal amount owing at such time under all Notes (as defined in the Note Purchase Agreement) issued pursuant to the Note Purchase Agreement, none of this Note, the Note Purchase Agreement or any Finance Document may be changed, modified, waived or amended to:

reduce the Principal of this Note or extend the stated Maturity Date of this Note;

reduce the Premium payable in the event of certain redemptions of this Note;

reduce the rate of interest (other than to waive any Default or Event of Default or obligation of the Issuer to pay interest at the Default Rate contemplated by Section 2 of this Note, which shall only require the consent of the Issuer and the Required Noteholders);

waive a Default or Event of Default in the payment of principal of, or interest, or additional amounts or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Required Noteholders and a waiver of the payment Default that resulted from such acceleration);

make this Note payable in a currency other than U.S. Dollars;

modify the definition of “Required Noteholders” to reduce the voting percentage specified therein; or

modify this clause (b) to reduce the voting percentage below the threshold set forth above in this clause (b); or

make any change in the preceding clauses of this Section 13(b).

Any change, amendment, modification or waiver approved or consented to in accordance with this Section 13 shall be binding upon (i) all existing and future holders of this Note and (ii) all existing and future holders of any other notes issued pursuant to the Note Purchase Agreement.

Transfer; Register.

The Issuer shall maintain a register (the “Register”) for the recordation of the name and address of the Noteholder and the principal amount of this Note (including as the Principal may be increased as the result of capitalization of Interest in accordance with Section 2(b) of this Note) and Interest accrued and unpaid thereon (the “Registered Note”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Issuer shall treat the Noteholder for all purposes (including the right to receive payments of Principal and Interest hereunder) as the owner hereof notwithstanding notice to the contrary, provided, however, that upon its receipt of a Noteholder Joinder Agreement pursuant to, and in accordance with the terms and conditions of, Section 5(d)(viii) of the Note Purchase Agreement (and its execution thereof to the extent required pursuant to the Noteholder Joinder Agreement), the Issuer shall record the assignment, transfer or sale of the Note or applicable portion thereof in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee, purchaser or transferee pursuant to Section 15 of this Note; provided, however, that the Issuer will not (and will not be required to) register assignment, transfer or sale of this Note that is not made in accordance with Regulation S or pursuant to registration under the 1933 Act or an available exemption therefrom.

Note Transfer Restrictions. This Note is subject to the restrictions on transfer applicable to the Note set forth in Section 5(d) of the Note Purchase Agreement and may not be offered, sold, assigned or otherwise transferred (including through hedging or derivative transactions) unless expressly permitted pursuant to Section 5(d) of the Note Purchase Agreement. Any purported transfer or assignment that is not permitted pursuant to Section 5(d) of the Note Purchase Agreement will be null and void ab initio and unenforceable and the Issuer will not have any obligations to any such transferee.

If the Issuer does not update the Register to record the Principal, any redemptions, repurchases or conversions of Principal, Interest capitalized and/or paid (as the case may be) and the dates of such redemptions, repurchases, conversions, capitalizations and/or payments (as the case may be), then the Register shall be automatically deemed updated to reflect such occurrence on the Business Day immediately prior to such occurrence.

Reissuance Of This Note.

Transfer. If this Note is to be sold, assigned and/or transferred in accordance with the terms hereof and the Note Purchase Agreement (including Section 5(d) thereof), the Noteholder shall surrender this Note to the Issuer, whereupon the Issuer will forthwith issue and deliver upon the order of the Noteholder a new Note (in accordance with Section 15(d)), registered as the Noteholder may request, representing the outstanding Principal being sold, assigned and/or transferred by the Noteholder and, if less than the entire outstanding Principal is being transferred, a new Note to the Noteholder representing the outstanding Principal being retained by the Noteholder. The Noteholder and any purchaser, transferee and/or assignee, by acceptance of this Note and/or any other note issued pursuant to this clause (a), acknowledge and agree that, by reason of the provisions of this Note following conversion or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on the face of this Note.

Lost, Stolen or Mutilated Note. Upon receipt by the Issuer of evidence reasonably satisfactory to the Issuer of the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Noteholder to the Issuer in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Issuer shall execute and deliver to the Noteholder a new Note (in accordance with Section 15(d)) representing the outstanding Principal.

Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Noteholder at the principal office of the Issuer, for a new Note (in accordance with Section 15(d) and in principal amounts of at least $5,000,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Noteholder at the time of such surrender.

Issuance of New Note. Whenever the Issuer is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 15(a) or Section 15(c), the Principal designated by the Noteholder which, when added to the principal represented by the new Note issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Note), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

Remedies, Characterizations, Other Obligations, Breaches And Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Noteholder’s right to pursue actual and consequential damages for any failure by the Issuer to comply with the terms of this Note. No failure on the part of the Noteholder to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Noteholder of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy of the Noteholder at law or equity or under this Note or any of the documents shall not be deemed to be an election of Noteholder’s rights or remedies under such documents or at law or equity. The Issuer covenants to the Noteholder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to

Payment Of Collection, Enforcement And Other Costs. If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Collateral Agent (on behalf of the Secured Parties) or the Noteholder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Issuer or other proceedings affecting the Collateral Agent’s or Noteholder’s rights, as applicable. and involving a claim under this Note, then the Issuer shall pay the costs incurred by the Collateral Agent or Noteholder, as applicable for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including attorneys’ fees and disbursements. The Issuer expressly acknowledges and agrees that no amounts due under this Note shall be affected, or limited, by the fact that the purchase price paid for this Note was less than the original Principal amount hereof.

Construction.

Certain Rules Construction.

This Note shall be deemed to be jointly drafted by the Issuer and the Initial Noteholder and shall not be construed against any such Person as the drafter hereof.

The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.”

Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein or in any Transaction Document shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified or extended, replaced or refinanced (subject to any restrictions or qualifications on such amendments, restatements, amendment and restatements, supplements or modifications or extensions, replacements or refinancings set forth herein), (b) any reference to any Applicable Law in any Transaction Document

Certain Matters in Writing. For the avoidance of doubt, when any consent, approval, agreement, acceptance, satisfaction or similar rights of the Noteholder or the Required Noteholders, as applicable, are required to be given in writing, or any matters are required to be disclosed to the Noteholder or the Required Noteholders, as applicable, in writing, such writing may be evidenced by email.

Financial Terms. All financial statements to be delivered pursuant to this Note shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting nature that are used herein shall be construed and interpreted in accordance with GAAP, as in effect from time to time. Notwithstanding anything to the contrary in the preceding sentence or in the definition of “Capital Lease”, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capital Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Capital Leases hereunder or under any other Transaction Document, and all calculations and deliverables under this Note and/or any other Transaction Document shall be made or prepared, as applicable, in accordance therewith; provided that all financial statements required to be provided hereunder shall be prepared in accordance with GAAP without giving effect to the foregoing treatment of Capital Leases.

Effectuation of Transactions. Each of the representations and warranties contained in this Note and each other Transaction Document (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

Certain Calculations and Tests.

Any calculation of accrued and unpaid interest under this Note shall exclude period(s) during which Interest has ceased to accrue pursuant to any term of this Note or the Note Purchase Agreement (including Section 15 of the Note Purchase Agreement).

The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Issuer dated such date prepared in accordance with GAAP.

The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Annex A-2.

German Terms.

In this Note, where it relates to (i) a German Note Party or any other German Subsidiary, or (ii) any Collateral or other security rights or security assets governed by German law and unless the contrary intention appears, a reference to:

a “custodian”, “liquidator”, “trustee”, “receiver”, “administrator” “manager”, “assignee”, “sequestrator” or “supervisor” or other similar officer includes an insolvency administrator (Insolvenzverwalter), interim insolvency administrator (vorläufiger Insolvenzverwalter) or custodian (Sachwalter) or interim custodian (vorläufiger Sachwalter);

a “winding up”, “administration”, “liquidation” or “dissolution” includes insolvency proceedings (Insolvenzverfahren) and the rejection of insolvency proceedings due to lack of funds (Abweisungsbeschluss mangels Masse);

a person being “insolvent” or “bankrupt” includes that person being in the state of illiquidity (Zahlungsunfähigkeit) pursuant to section 17 of the German Insolvency Code (Insolvenzordnung, “InsO”) or in the state of over-indebtedness (Überschuldung) pursuant to section 19 InsO;

a “step” or “procedure” taken in connection with insolvency proceedings for an entity to which German insolvency law applies means it being subject to a filing for insolvency (Antrag auf Eröffnung eines Insolvenzverfahrens) for any of the reasons set out in sections 17 to 19 InsO;

commencement of “bankruptcy” or “insolvency” includes the opening of insolvency proceedings (Eröffnung des Insolvenzverfahrens), and the rejection of insolvency proceedings due to lack of funds (Abweisung mangels Masse);

seeking (other than on a solvent basis) “reorganization”, “arrangement”, “adjustment” or “composition” includes the commencement of insolvency proceedings (Eröffnung des Insolvenzverfahrens);

a “moratorium” includes, without limitation, protective shield proceedings (Schutzschirmverfahren) and insolvency plan proceedings (Insolvenzplanverfahren);

in relation to any security or other security rights, security assets or collateral governed by German law or located in Germany, “trust”, “trustee” or “on trust” shall be construed as “Treuhand”, “Treuhänder” or “treuhänderisch”;

“Organizational Documents” or “by-laws” includes reference to articles of association (Satzung), partnership agreement (Gesellschaftsvertrag) and rules of procedure (Geschäftsordnung);

a “director”, “officer” or “manager” of a company includes any statutory legal representative(s) (including any German law general agent (organschaftlicher Vertreter)) of a person pursuant to the laws of its jurisdiction of incorporation, including, but not limited to, any managing director (Geschäftsführer) or member of the board of directors (Vorstand) or an authorised representative (Prokurist);

a “Lien” or “security interest” includes a mortgage (Hypothek), land charge (Grundschuld) including security purpose declarations, pledge (Pfandrecht), assignment or transfer for security purposes (Sicherungsabtretung oder -übereignung) and retention of title arrangements (verlängerter/erweiterter) Eigentumsvorbehalt); and

a “Guarantee” includes any guarantee (Garantie), any indemnity, any joint and several (gesamtschuldnersich) or independent obligation (unabhängiges Schuldversprechen) within the meaning of German law.

This Note is made in the English language. For the avoidance of doubt, the English language version shall prevail over any translation of this Note. However, where a German translation of a word or phrase appears in the text of this Note, the German meaning and the underlying German law legal concept shall prevail.

With respect to a German Note Party, any other German Subsidiary and any other Note Party providing security over the Capital Stock of an entity incorporated in Germany, any representations and warranties in this Note relating to legal, valid and binding obligations, and/or enforceability of a Transaction Document, shall additionally be subject to and limited by (i) the time barring of claims under applicable German limitation laws and defenses of acquiescence, set-off or counterclaim, (ii) the principle that interest on interest, additional interest or default interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void, (iii) the principle that a German court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant, (iv) the principle that the creation or purported creation of a Lien over (A) any asset not beneficially owned by the relevant charging company at the date of the relevant security document or (B) any contract or agreement which is subject to a prohibition on transfer, assignment or charging, may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which a Lien has purportedly been created, (v) the accessory nature of certain Liens governed by German law, (vi) the principle that a German court may not give effect to any parallel debt provisions, covenants to pay any collateral agent or other similar provisions, (vii) the fact that a German court may limit the concept of irrevocability by applying restrictions based on cogent reasons for the respective concerned party to withdraw from the right irrevocably granted, (viii)

Swiss Terms.

As used in this Note, where it relates to a Swiss Note Party, a reference:

to “Organizational Documents” includes a copy of a certified excerpt from the commercial register and a copy of the certified up-to-date articles of association (evidencing, where relevant, the capacity to enter into obligations of an up- or cross-stream nature);

to a “director” includes any statutory legal representative(s), any member of the management (Geschäftsführer/Direktor) or any member of the board of directors (Verwaltungsrat); or

to a “receiver”, “liquidator”, “administrator” or “administrative receiver” includes any Konkursamt, (ausseramtliche) Konkursverwaltung, Sachwalter and Liquidator.

In this Note, where it relates to a Swiss Note Party, a reference to liquidation, bankruptcy, insolvency, reorganization, moratorium or any proceeding under an applicable Debtor Relief Law means that such Swiss Note Party (A) has initiated against it or (B) initiates: (1) bankruptcy proceedings (Konkursverfahren), (2) proceedings leading to a provisional or a definitive composition moratorium (provisorische oder definitive Nachlassstundung) or where a competent court closes the bankruptcy proceedings for reason of insufficiency of its funds to implement such proceedings (Einstellung des Konkursverfahrens mangels Aktiven), or (3) proceedings leading to an emergency moratorium (Notstundung). For the avoidance of doubt, if in this Note reference is made to insolvency proceedings in relation to any Swiss Note Party incorporated under the laws of Switzerland, such reference shall be limited to proceedings as set forth in this clause (ii) and, in particular, shall not include any reference to attachment proceedings.

Failure Or Indulgence Not Waiver. No failure or delay on the part of the Noteholder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

Dispute Resolution.

Submission to Dispute Resolution.

In the case of a dispute relating to a Conversion Price, the Optional Redemption Price, the ECF Mandatory Redemption Price or the Forced Redemption Price (as

The Noteholder and the Issuer shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 20 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m., New York time, by the fifth (5th) Business Day immediately following the date on which the Issuer provided notice to the Noteholder of the joint selection of such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Noteholder or the Issuer fail to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by the Issuer and the Noteholder or otherwise requested by such investment bank, neither the Issuer nor the Noteholder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation). Any and all communications between the Issuer, on the one hand, and the Noteholder, on the other hand, and such investment bank shall be made in writing and a copy provided simultaneously to the Issuer and the Noteholder and no meeting between such investment bank and the Issuer or the Noteholder shall take place unless the Issuer and the Noteholder (or, in each case, any designee or representative thereof) are in attendance.

The Issuer and the Noteholder shall cause such investment bank to determine the resolution of such dispute and notify the Issuer and the Noteholder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be shared equally between the Issuer and the Noteholder, and such investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Notices; Currency; Payments.

Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Note must be in writing and will be deemed to have been delivered: (i) upon receipt by the recipient, when delivered personally; (ii) upon receipt by the recipient, when sent by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses and e-mail addresses for such communications shall be:

The Issuer shall provide the Noteholder with written notice (i) within three (3) Business Days of any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least ten (10) Business Days prior

Calculation of Time. When computing any time period in this Note, the following rules shall apply:

the day marking the commencement of the time period shall be excluded but the day of the deadline or expiry of the time period shall be included;

for time periods measured in Business Days, any day that is not a Business Day shall be excluded in the calculation of the time period; and, if the day of the deadline or expiry of the time period falls on a day which is not a Business Day, the deadline or time period shall be extended to the next following Business Day;

for time periods measured in Trading Days, any day that is not a Trading Day shall be excluded in the calculation of the time period; and, if the day of the deadline or expiry of the time period falls on a day which is not a Trading Day, the deadline or time period shall be extended to the next following Trading Day;

if the end date of any deadline or time period in this Note refers to a specific calendar date and that date is not a Business Day, the deadline or time period shall be extended to the next Business Day following the specific calendar date; and

when used in this Note the term “month” shall mean a calendar month.

Currency. Unless otherwise specified or the context otherwise requires all dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”).

Payments. Whenever any payment of cash is to be made by the Issuer to any Person pursuant to this Note, unless otherwise expressly set forth herein, such payment shall be made in U.S. Dollars by wire transfer of immediately available funds. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day.

Cancellation. After all Principal, accrued and unpaid Interest, the Make-Whole Amount, if any, and other amounts at any time owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Issuer for cancellation and shall not be reissued. In addition, any Note held by the Issuer or its Subsidiaries shall be deemed cancelled and shall not be reissued. 

Waiver Of Notice. To the extent permitted by law, the Issuer hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, the Note Purchase Agreement and the Registration Rights Agreement.

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Issuer hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude a Noteholder from bringing suit or taking other legal action against the Issuer in any other jurisdiction to collect on the Issuer’s obligations to a Noteholder or to enforce a judgment or other court ruling in favor of a Noteholder. EACH OF THE ISSUER, THE NOTEHOLDER AND THE COLLATERAL AGENT ACKNOWLEDGES AND AGREES THAT ANY ACTION OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS NOTE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PERSON HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH ACTION OR PROCEEDING. EACH OF THE ISSUER, THE NOTEHOLDER AND THE COLLATERAL AGENT CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER; (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) IT MAKES THIS WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Severability. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

Maximum Payments. Without limiting Section 14(d) of the Note Purchase Agreement, nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by Applicable Law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such Applicable Law, any payments in excess of such maximum shall be credited against amounts owed by the Issuer to the Noteholder and thus refunded to the Issuer.

Certain Definitions. For purposes of this Note, the terms defined in the Definitions Annex shall have the meanings ascribed to such terms therein and the following terms shall have the following meanings:

“1933 Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

“1934 Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Additional Shares of Common Stock” shall mean all Common Shares or securities or notes convertible or exchangeable for Common Shares issued by the Issuer after the Issuance Date, other than (1) the following Common Shares and (2) Common Shares deemed issued pursuant to the following options and securities or notes convertible into or exchangeable for Common Shares:

Common Shares or securities or notes convertible into or exchangeable for Common Shares issued by way of a dividend or distribution that is covered by Section 9(a);

Common Shares or securities or notes convertible into or exchangeable for Common Shares issued to employees or directors of, or consultants or advisors to, the Issuer or any of its subsidiaries, whether issued before or after the Issuance Date, pursuant to any option or incentive plan of the Issuer adopted by the board of directors of the Issuer (or any predecessor governing body); and

Common Shares or securities or notes convertible into or exchangeable for Common Shares issued upon the exercise of options or warrants or Common Shares issued upon the conversion or exchange of securities or notes convertible into or exchangeable for Common Shares (including this Note (and any Note issued as PIK hereunder)) which are outstanding as of the date hereof, in each case provided such issuance is pursuant to the terms of such option or warrants or securities or notes convertible into or exchangeable for Common Shares.

“Adjusted EBITDA” means, with respect to the Issuer on a consolidated basis for any fiscal year, the sum of:

“Applicable ECF Percentage” means, for each applicable fiscal year, (a) 0% if Liquidity as of the last day of such fiscal year is less than or equal to $10,000,000, (b) 50% if Liquidity as of the last day of such fiscal year is greater than $10,000,000 and less than or equal to $40,000,000, (c) 60% if Liquidity as of the last day of such fiscal year is greater than $40,000,000 and less than or equal to $70,000,000, (d) 70% if Liquidity as of the last day of such fiscal year is greater than $70,000,000.

“Applicable Law” means all laws (statutory or common), rules, ordinances, regulations, grants, concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature, having application, directly or indirectly, to the Issuer, and includes the rules and policies of any stock exchange upon which the Issuer has securities listed or quoted.

“Bankruptcy Event of Default” is an Event of Default under Sections 7(a)(viii) or 7(a)(ix) of this Note.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York City or the City of Toronto are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York City or the City of Toronto generally are open for use by customers on such day.

“Capital Expenditures” means, with respect the Issuer and its Subsidiaries for any period, the aggregate amount, without duplication, of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capital Leases) that would, in accordance with GAAP, are, or are required to be included as, capital expenditures on the consolidated statement of cash flows the Issuer and its Subsidiaries for such period.

“Change of Control Transaction” means any of the following events: (i) a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Issuer, one or more employee benefit plans of the Issuer or the Initial Noteholder or any Affiliate of the Initial Noteholder (or a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of which the Initial Noteholder or any Affiliate of the Initial Noteholder may be a member), files any report with the SEC indicating that such person or group has become the direct or indirect “beneficial owner” (as defined below) of Common Shares representing more than fifty percent (50%) of the Issuer’s then outstanding Common Shares (other than Common Shares held by the Issuer as treasury stock or owned by a subsidiary of the Issuer); (ii) the consummation of (A) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Issuer, taken as a whole, to any Person; or (B) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, amalgamation, arrangement, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) more than fifty percent (50%) of the outstanding Common Shares (other than Common Shares held by the Issuer as treasury stock or owned by a subsidiary of the Issuer) are exchanged for, converted into, acquired for, or constitute solely the right to receive, other securities, cash or other property (other than a subdivision or combination, or solely a change in par value, of the Common Shares); provided, however, that (x) any merger, consolidation, amalgamation, arrangement, share exchange or combination of the Issuer pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of the Issuer’s common equity immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a Change of Control Transaction pursuant to this clause (ii) and (y) any merger, consolidation, amalgamation, arrangement, share exchange, combination or acquisition of shares of the Issuer pursuant to which the Initial Noteholder or any Affiliate of the Initial Noteholder, immediately after such transaction, “beneficially owns” more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, will be deemed not to be a Change of Control Transaction pursuant to this clause (ii); or (iii) the Issuer’s shareholders approve any plan or proposal for the liquidation or dissolution of the Issuer. For the purposes of this definition, whether a Person is a “beneficial owner” and whether shares are “beneficially owned” will be determined in accordance with Rule 13d-3 under the Exchange Act.

“Code” means the Internal Revenue Code of 1986.

[Reserved]

“Common Shares” means (i) the Issuer’s common shares, (ii) any share capital into which such common shares shall have been changed or any share capital resulting from a reclassification of such common shares and (iii) for purposes of Section 9(a)(iv) only, the common shares or other securities of any of the Issuer’s subsidiaries in addition to the common shares of the Issuer.

“Consolidated Net Income” means with respect to the Issuer and its Subsidiaries on a consolidated basis for any fiscal year, an amount equal to the sum of net income, determined in accordance with GAAP.

“Consolidated Net Interest Expense” means, with respect to the Issuer and its Subsidiaries on a consolidated basis for any period, (a) consolidated total interest expense of the Issuer and its Subsidiaries for such period (including interest expense paid to Affiliates of the Issuer), whether paid or accrued and whether or not capitalized, (including, without limitation (and without duplication), amortization of any debt issuance cost and/or original issue discount, any premium paid to obtain payment, financial assurance or similar bonds, any interest capitalized during construction, any non-cash interest payment, the interest component of any deferred payment obligation, the interest component of any payment under any Capital Lease (regardless of whether accounted for as interest expense under GAAP), any commission, discount and/or other fee or charge owed with respect to any letter of credit and/or bankers’ acceptance, any fee and/or expense paid to the Noteholder in connection with the Transactions, any other financing fee and any cost associated with any surety bond in connection with financing activities (whether amortized or immediately expensed)) plus (b) any net losses or obligations arising from any hedge agreements and/or other derivative financial instrument issued by such Person for the benefit of such Person or its subsidiaries, in each case determined on a consolidated basis for such period minus (c) the sum of (i) cash interest income for such period and (ii) gains for such period on hedge agreements (to the extent not included in interest income above and to the extent not deducted in the calculation of total interest expense) . For purposes of this definition, interest in respect of any Capital Lease shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capital Lease in accordance with GAAP.

“Conversion Amount” means the sum of (i) the portion of the Principal to be converted with respect to which this determination is being made; and (ii) all accrued and unpaid Interest with respect to such portion of the Principal, if any.

“Conversion Price” means, as of any Conversion Date or other date of determination, $0.53 per Common Share, subject to adjustment as provided herein.

“Default” means any event that is (or, after notice, passage of time or both, would be) an Event of Default.

“ECF Mandatory Redemption Price” means the sum of (i) the portion of the Principal required to be redeemed by the Issuer and (ii) all accrued and unpaid Interest with respect to such portion of the Principal, if any, up to, but excluding the Redemption Date.

“Eligible Market” means the New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or the OTC US Market so long as, in the case of the OTC US Market only, the market capitalization of the Issuer is $25,000,000 or more.

“Excess Cash Flow” means, with respect to any Person for any Excess Cash Flow Period, (a) Adjusted EBITDA of the Issuer and its Subsidiaries on a consolidated basis for such period, plus (b) the decrease, if any, in consolidated working capital from the first day to the last day of such Excess Cash Flow Period, but excluding any such decrease in consolidated working capital arising from (i) the acquisition or Disposition of any Person by the Issuer or any Subsidiary, (ii) the reclassification during such period of current assets to long term assets and current liabilities to long term liabilities, (iii) the application of purchase and/or recapitalization accounting and/or (iv) the effect of any fluctuation in the amount of accrued and contingent obligations under any hedge agreement less (c) the sum of, without duplication,

all cash principal payments, repayments, prepayments, repurchases, redemptions and/or other retirements made on or with respect to the Note, the Existing Convertible Debt, any Project Financing and/or any other Indebtedness, in each case, made during such period so long as such payment, repayment, prepayment, repurchase, redemption and/or other retirement was permitted pursuant to the terms of the Note;

all Consolidated Net Interest Expense to the extent paid or payable in cash during such period;

the cash portion of Capital Expenditures made by the Issuer and its Subsidiaries (to the extent such Capital Expenditures are permitted to be made under the Note) during such Excess Cash Flow Period, (A) except to the extent financed with the proceeds of long term funded Indebtedness and (B) without duplication of any amount deducted from Excess Cash Flow for a prior Excess Cash Flow Period;

all fees and expenses in respect of Indebtedness of the Issuer or any of its Subsidiaries paid in cash during such period;

taxes paid in cash by the Issuer and/or any of its Subsidiaries during or in respect of such period;

cash payments made in respect of the following:

any Investment and/or Restricted Payment permitted under the Note and made in cash during such Excess Cash Flow Period except to the extent the relevant Investment and/or Restricted Payment is financed with the proceeds of long term funded Indebtedness;

any realized foreign currency exchange losses paid or payable in cash (including any currency re-measurement of Indebtedness, any net gain or loss resulting from hedge agreements for currency exchange risk resulting from any intercompany Indebtedness, any foreign currency translation or transaction or any other currency-related risk);

the aggregate amount of any extraordinary charges and any unusual or non-recurring charges to the extent paid in cash during such Excess Cash Flow Period;

any cash expense, cash charge, cash loss, cash payment and other cash items that were added back in calculating Adjusted EBITDA or excluded from the calculation of Consolidated Net Income; and

the aggregate amount of expenditures actually made in Cash by the Issuer and/or any of its Subsidiaries during the applicable Excess Cash Flow Period to the extent such expenditures were not expensed;

the increase, if any, in consolidated working capital from the first day to the last day of such Excess Cash Flow Period, but excluding any such increase in consolidated working capital arising from (i) the acquisition or Disposition of any Person by the Issuer or any Subsidiary, (ii) the reclassification during such period of current assets to long term assets and current liabilities to long term liabilities, (iii) the application of purchase and/or recapitalization accounting and/or acquisition method accounting and/or (iv) the effect of any fluctuation in the amount of accrued and contingent obligations under any hedge agreement;

amounts paid in Cash (except to the extent financed with long term funded Indebtedness) during such period on account of (i) items that were accounted for as non-Cash reductions of Consolidated Net Income or Adjusted EBITDA in a prior period and (ii) reserves or amounts established in purchase accounting to the extent such reserves or amounts are added back to, or not deducted from, Consolidated Net Income; and

an amount equal to the aggregate non-Cash gains or income to the extent included in arriving at Adjusted EBITDA.

“Excess Cash Flow Period” means each fiscal year of the Issuer, commencing with the fiscal year of the Issuer ending on December 31, 2026.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a recipient of any payment to be made by or on account of any obligation of the Issuer under this Note or required to be withheld or deducted from a payment (or deemed payment) to a recipient:

any Taxes imposed on (or measured by) such recipient’s net income or overall gross income, franchise Taxes and capital Taxes, in each case, (A) imposed as a result of such recipient being organized or having its principal office located in the taxing jurisdiction or (B) that are Other Connection Taxes;

any branch profits Taxes or any similar Tax imposed by any jurisdiction described in clause (i);

any Taxes that would not have been imposed but for the recipient (A) not dealing at arm’s length (within the meaning of the Tax Act) with the Issuer, (B) being a “specified shareholder (as defined in subsection 18(5) of the Tax Act) of the Issuer or not dealing at arm’s length with such a specified shareholder for purposes of the Tax Act, or (C) being a “specified entity” (as defined in subsection 18.4(1) of the Tax Act, as proposed to be amended by Bill C-59) in respect of the Issuer, including in each case where (x) the non-arm’s length relationship, (y) the recipient being a “specified shareholder” of the Issuer, or not dealing at arm’s length with a “specified shareholder” of the Issuer, or (z) the recipient being a “specified entity” in respect of the Issuer, as applicable, arises in connection with or as a result of the ownership of this Note or any Secured A&R Note;

any Taxes imposed in respect of an amount that is “participating debt interest” (as defined in subsection 212(3) of the Tax Act) arising (or deemed to arise) in respect of this Note; and

any withholding Tax imposed under FATCA.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Note (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among governmental authorities and implementing such Sections of the Code.

“First Modification Date” means the earlier of (a) the date that is one (1) month after the Project Financing Closing Date, and (b) December 31, 2024; it being understood and agreed that the Issuer will notify the Collateral Agent in writing of the occurrence of the First Modification Date (for the avoidance of doubt, failure to deliver notice shall not invalidate the occurrence of the First Modification Date).

“Forced Redemption Price” means a cash purchase price equal to the sum of (i) 100% of the Principal, (ii) accrued and unpaid Interest on this Note as of the Redemption Date and (iii) the Make-Whole Amount.

“German Note Party” means any Note Party incorporated under German law or having its center of main interest in Germany.

“Indemnified Taxes” means all Taxes, other than Excluded Taxes or Other Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Issuer under this Note.

“Ineligible Consideration” has the meaning given to such term in Section 9(j).

“Interest Date” means (i) with respect to the Interest Period, the last day of the applicable Interest Period; provided that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day.

“Interest Period” means (i) initially, the period commencing on the Closing Date and ending on December 31, 2024 and (ii) thereafter, each period of six months commencing on January 1 and July 1 of each fiscal year.

“Interest Rate” means (i) in the case of interest that is paid in cash, Term SOFR plus five percent (5%) per annum, and (ii) in the case of interest that the Issuer has elected to be capitalized in accordance with Section 2(b), Term SOFR plus six percent (6%) per annum.

“Make-Whole Amount” means, with respect to any required redemption pursuant to delivery of an Event of Default Redemption Notice pursuant to Section 7(b), any required redemption upon the consummation of a Change of Control Transaction pursuant to Section 8 or any automatic acceleration upon a Bankruptcy Event of Default pursuant to Section 7(f)(i), the sum of the undiscounted cash Interest payments that would have been payable under the Note beginning the day after such conversion or redemption through the Maturity Date but for the occurrence of such conversion or redemption.

“Maturity Date” shall mean March 25, 2029.

“Optional Redemption Price” means the sum of (i) the portion of the Principal elected by the Issuer to be redeemed and (ii) all accrued and unpaid Interest with respect to such portion of the Principal, if any, up to, but excluding the Redemption Date.

“Other Connection Taxes” means, with respect to the Noteholder or any other recipient, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising solely from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or enforced this Note).

“Other Taxes” means all present or future stamp, court or documentary Taxes or any intangible, recording, filing or other similar Taxes arising from any payment made under this Note or from the execution, delivery or enforcement of, or otherwise with respect to, this Note, but excluding (i) any Excluded Taxes and (ii) any such Taxes that are Other Connection Taxes imposed with respect to a transfer of this Note or any Secured A&R Note pursuant to the terms hereof.

“PIK Amount” has the meaning given to such term in Section 2(b).

“PIK Notice” has the meaning given to such term in Section 2(b).

“Principal” has the meaning given to such term in the recitals hereto.

“Principal Market” means The New York Stock Exchange or any Eligible Market on which the Issuer’s Common Shares are listed (and, in the case of simultaneous listings on multiple markets, the majority of the Issuer’s Common Shares trade) at the applicable time.

“Redemption Date” means any date on which the Note is redeemed or deemed to be redeemed, as applicable, pursuant to an Optional Redemption by the Issuer, an ECF Mandatory Redemption, a CoC Mandatory Redemption or redemption due to an Event of Default.

“Redemption Notice” has the meaning given to such term in Section 6(c)(i)(1).

“Redemption Price” means the cash purchase price for which the Note is to be redeemed pursuant to an Optional Redemption, an ECF Mandatory Redemption, a CoC Mandatory Redemption or redemption due to an Event of Default.

“Reference Date” means the earlier of (i) the date on which this Note has been fully converted in accordance with the terms hereof and (ii) the Maturity Date.

“Registration Rights Agreement” means the amended and restated registration rights agreement dated as of March 25, 2024 between the Issuer and the Initial Noteholder, as amended from time to time.

“Required Noteholders” means, subject, solely in the case of any amendments, modifications and/or waivers with respect to the Note Guaranty, any Collateral and/or any Collateral Document, to any applicable Intercreditor Agreement:

for so long as the Initial Noteholder (together with its controlled investment Affiliates) holds more than 50% of the aggregate principal amount outstanding at such time under this Note and all other notes issued pursuant to the Note Purchase Agreement, the Initial Noteholder; and

from and after the date on which the Initial Noteholder (together with its controlled investment Affiliates) holds less than or equal to 50% of the aggregate principal amount outstanding at such time under this Note, holders of more than 50% of the aggregate principal amount outstanding under this Note and all other notes issued pursuant to the Note Purchase Agreement.

“Scheduled Expenditures” means, for any Excess Cash Flow Period, except to the extent financed with long term funded Indebtedness (a) the aggregate consideration (including earn-outs) required to be paid in Cash by the Issuer or its Subsidiaries pursuant to binding contracts, letters of intent or purchase orders entered into prior to or during such period relating to Capital Expenditures and/or Investments, in each case, permitted under the Note and/or (b) the aggregate amount otherwise committed to be made in connection with Capital Expenditures and/or Investments, in each case, permitted under the Note.

“SEC” means the United States Securities and Exchange Commission or any successor thereto.

“Second Modification Date” means the earliest to occur of (a) the last day of the fiscal quarter during which the Start of Production Date occurs, (b) the last day of any fiscal quarter during which Capital Expenditures of the U.S. Project Finance Group during such fiscal quarter exceed the amount budgeted therefor in any Construction Budget then in effect by more than 110% and (c) June 1, 2026; it being understood and agreed that the Issuer will notify the Collateral Agent in writing of the occurrence of the Second Modification Date (for the avoidance of doubt, failure to deliver notice shall not invalidate the occurrence of the Second Modification Date).

“Secured Party” means (a) each Noteholder, (b) the Purchaser and (c) the Collateral Agent.

“Significant Subsidiary” means, with respect to any Person, any subsidiary of such Person that constitutes, or any group of subsidiaries of such Person that, in the aggregate, would constitute, a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the 1934 Act) of such Person.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Tax Act” means the Income Tax Act (Canada).

“Taxes” means all present and future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means, for any calculation of Interest, the Term SOFR Reference Rate for a tenor comparable to the interest period on the Note on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such interest period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; provided, further, that, if Term SOFR determined as provided above shall ever be less than zero, then Term SOFR shall be deemed to be zero.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (or a successor administrator of the Term SOFR Reference Rate selected by the Required Noteholders (in consultation with the Issuer) in their reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Trading Day” means, as applicable, (i) with respect to all price or trading volume determinations relating to the Common Shares, any day on which the Common Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Shares, then on the principal securities exchange or securities market on which the Common Shares are then traded, provided that “Trading Day” shall not include any day on which the Common Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Shares are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Required Noteholders or (ii) with respect to all determinations other than price determinations relating to the Common Shares, any day on which the Principal Market (or any successor thereto) is open for trading of securities.

“U.S. Government Securities Business Day” means any day other than a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

[Reserved].

[Reserved].

Disclosure. Upon delivery by the Issuer to the Noteholder (or receipt by the Issuer from the Noteholder) of any notice in accordance with the terms of this Note, unless the Issuer has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Issuer, the Issuer shall on or prior to 9:00 a.m., New York City time on the Business Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Issuer believes that a notice contains material, non-public information relating to the Issuer, the Issuer so shall indicate to the Noteholder explicitly in writing in such notice (or immediately upon receipt of notice from the Noteholder, as applicable), and in the absence of any such written indication in such notice (or notification from the Issuer immediately upon receipt of notice from the Noteholder), the Noteholder shall be entitled to presume that information contained in the notice does not constitute material, non-public information relating to the Issuer.

Confidentiality. The Noteholder agrees that it shall keep confidential any confidential information provided by the Issuer to the Noteholder pursuant to the Transaction Documents, unless such information (a) is known or becomes known to the public in general, (b) is or has been independently developed or conceived by Noteholder without use of the Issuer’s confidential information; provided, however, that the Issuer may disclose confidential information (a) to affiliates and representatives, (b) as may otherwise be required by law, regulation, rule, court order or subpoena or (c) in connection with a transfer pursuant to Section 14 of this Note or Section 5(d) of the Note Purchase Agreement; provided that the Noteholder promptly notifies the Issuer of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Security; Collateral Agent. This Note is secured by the Collateral on the terms and subject to the conditions set forth in this Note, the Note Purchase Agreement, each applicable Intercreditor Agreement, and each other Finance Document. Each Noteholder, by becoming a party to the Note Purchase Agreement and accepting this Note, consents and agrees to the terms of this Note and each of the other Finance Documents (including, without limitation, Section 5(d), Sections 9 through 13 and Section 14(g) and (h) of the Note Purchase Agreement, each of which provisions are incorporated by reference herein mutatis mutandis) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Finance Documents and into each applicable Intercreditor Agreement on its behalf as Collateral Agent, and to perform its obligations and exercise its rights thereunder in accordance therewith.

Certain Conflicts. Notwithstanding anything to the contrary contained herein or in any Transaction Document, in the event of a conflict or inconsistency between (a) any provision of this Note, the Note Purchase Agreement and any other Finance Document or Transaction Document, the terms of the Note Purchase Agreement shall govern and control and (b) any Intercreditor Agreement and this Note, the Note Purchase Agreement and any other Finance Document or Transaction Document, the terms of such Intercreditor Agreement shall govern and control.

/s/ Ajay Kochhar

Number of Common Shares to be issued:

DTC

Participant:

DTC

Number:

Account

Number:

Date:

_____________ __,

Tax

ID:

E-mail Address:

NTD: Equal to the applicable Conversion Price as of the date of redemption of the Note.

Terms and Exercise of Warrants.

Exercise Price. Each Warrant shall entitle the Holder thereof, subject to the provisions of this Warrant Certificate, to purchase from the Company the number of Common Shares stated herein, at the price of $[•] per share, subject to the adjustments provided in Section 2 hereof and in the last sentence of this Section 1.1. The term “Exercise Price” as used in this Warrant Certificate shall mean the price per share described in the prior sentence at which Common Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Exercise Price at any time prior to the Expiry Date (as defined below) for a period of not less than fifteen (15) Business Days (unless otherwise required by the SEC, any national securities exchange on which the Warrants are listed or Applicable Law); provided that the Company shall provide at least five days’ prior written notice of such reduction to Holders of the Warrants; and provided further, that any such reduction shall be identical among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date hereof and terminating on the earliest to occur (the “Expiry Time”) of (i) 5:00 p.m., New York City time, on [•], 2030 (the “Exercise Period”) and (ii) immediately prior to the closing of a Change of Control Transaction. Each Warrant not exercised on or before the Expiry Time shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Certificate shall cease at the Expiry Time. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiry Time; provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.

Exercise of Warrants.

Payment. Subject to the provisions of this Warrant Certificate, a Warrant may be exercised by the Holder thereof by delivering to the Company at its principal office (i) this definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Warrant represented by a book-entry position, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the applicable Warrant Agent (the “Agent”) to an account of the Company or its agent at the Agent designated for such purposes in writing by the Company to the Holder from time to time, (ii) a subscription form (“Subscription Form”) for any Common Shares to be issued pursuant to the exercise of a Warrant, properly completed and executed by the Holder on the reverse of this definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Holder in accordance with the Agent’s procedures, and (iii) the payment in full of the Exercise Price for each Common Share as to which

Issuance of Common Shares on Exercise. As soon as practicable (and in any event within 5 Business Days) after the exercise of any Warrant and the clearance of the funds in payment of the Exercise Price, the Company shall issue to the Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Common Shares to which it is entitled, registered in such name or names as may be directed by him, her or it on the register of shareholders of the Company, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant Certificate, as applicable, for the number of Common Shares as to which such Warrant shall not have been exercised.

Valid Issuance. All Common Shares issued upon the proper exercise of a Warrant in conformity with this Warrant Certificate shall be validly issued, fully paid and nonassessable.

Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Common Shares is issued and who is registered in the register of shareholders of the Company shall for all purposes be deemed to have become the holder of record of such Common Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the register of shareholders of the Company or book-entry system of the Company are closed, such person shall be deemed to have become the holder of such Common Shares at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.

[Reserved].

Antitrust and Foreign Investment Laws. The Company shall only issue Common Shares upon exercise of the Warrants evidenced by this Warrant Certificate or otherwise pursuant to the terms of this Warrant Certificate to the extent the issuance of such Common Shares would not exceed the aggregate number of Common Shares that the Company may issue without violating the U.S. Hart-Scott-Rodino Antitrust Improvements Act

The Company and the Holder acknowledge that one or more filings under the HSR Act or antitrust laws of other jurisdictions and/or foreign investment laws may be necessary in connection with the issuance of the Common Shares upon exercise of the Warrants evidenced by this Warrant Certificate. The Holder will promptly notify the Company if any such filing is required on the part of the Holder or the Company. The Company, the Holder and any other applicable Holder Affiliate will use reasonable best efforts to cooperate in making or causing to be made all applications and filings under the HSR Act or any antitrust laws of other jurisdictions or any foreign investment laws required in connection with the issuance of the Common Shares upon exercise of the Warrants evidenced by this Warrant Certificate held by the Holder or any Holder Affiliate in a timely manner and as required by the law of the applicable jurisdiction; provided, that, notwithstanding anything in this Warrant Certificate to the contrary, the Company shall not have any responsibility or liability for failure of the Holder or any of its Affiliates to comply with any Applicable Law. For as long as this Warrant Certificate is outstanding, the Company shall as promptly as reasonably practicable provide (no more than four (4) times per calendar year) such information regarding the Company and its Subsidiaries as the Holder may reasonably request in order to determine what antitrust or foreign investment requirements may exist with respect to any potential exercise of the Warrants evidenced by this Warrant Certificate. Promptly upon request by the Holder, the Company will use its reasonable best efforts to make all such filings and obtain all approvals and clearances as required under applicable antitrust or foreign investment laws in connection with the issuance of the Common Shares and investment in the Common Shares upon exercise of the Warrants evidenced by this Warrant Certificate.

Notwithstanding anything in this Warrant Certificate to the contrary, it is expressly understood and agreed that: (i) the Company shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) the Company shall not be under any obligation to make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (A) the sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of the Company or any of its subsidiaries or Affiliates, (B) the imposition of any limitation or regulation on the ability of the Company or any of its subsidiaries or Affiliates to freely conduct their business or own such assets or (C) the holding separate of the Common Shares or any limitation or regulation on the ability of the Holder or any of its Affiliates to exercise full rights of ownership of the Common Shares. The Company and the Holder will cooperate, provide all necessary information, and keep each other fully apprised with respect to such filing and regulatory processes. The Holder shall be responsible for the payment of the filing fees associated with any such applications or filings.

Adjustments.

If and whenever, at any time prior to the Expiry Time, the Company shall: (i) subdivide or re-divide its outstanding Common Shares into a greater number of Common Shares; (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common Shares; (iii) issue options, rights, warrants or similar securities to the holders of all of the outstanding Common Shares; or (iv) issue Common Shares or securities convertible into Common Shares to the holders of all of the outstanding Common Shares by way of a dividend or distribution; the number of Common Shares issuable upon exercise of the Warrants on the date of the subdivision, re-division, reduction, combination or consolidation or on the record date for the issue of options, rights, warrants or similar securities or on the record date for the issue of Common Shares or securities convertible into Common Shares by way of a dividend or distribution, as the case may be, shall be adjusted so that the Holder shall be entitled to receive the kind and number of Common Shares or other securities of the Company which it would have owned or been entitled to receive after the happening of any of the events described in this Section 2.1 had the Warrants evidenced by this Warrant Certificate been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustments made pursuant to this Section 2.1 shall become effective immediately after the effective time of such event retroactive to the record date, if any, for such event.

If and whenever at any time prior to the Expiry Time, there is a reclassification of the Common Shares or a capital reorganization of the Company other than as described in Section 2.1 or a consolidation, amalgamation, arrangement, binding share exchange, merger of the Company with or into any other Person or other entity or acquisition of the Company or other combination pursuant to which the Common Shares are converted into or acquired for cash, securities or other property; or a sale or conveyance of the property and assets of the Company as an entirety or substantially as an entirety to any other Person (other than a direct or indirect wholly-owned subsidiary of the Company) or other entity or a liquidation, dissolution or winding-up of the Company, the Holder, if it has not exercised its Warrants prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or winding-up, upon the exercise of such Warrants thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, such amount of cash or the number of shares or other securities or property of the Company or of the Person or other entity resulting from such merger, amalgamation, arrangement, acquisition, combination or consolidation, or to which such sale or conveyance may be made or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-up, as the case may be, that the Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or winding-up, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of its Warrants at the Exercise Price.

If, and whenever at any time prior to the Expiry Time, the Company shall issue Additional Shares of Common Stock, without consideration or for a consideration per share less than Exercise Price as of the date of issue thereof, then the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula:

If the Company or any of its subsidiaries makes a payment in respect of a tender offer or exchange offer for Common Shares (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the 1934 Act), and the value (determined as of the Expiration Time by the Company’s board of directors) of the cash and other consideration paid per Common Share in such tender or exchange offer exceeds the last reported sale price per Common Share on the Trading Day immediately after the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then the Exercise Price will be increased based on the following formula:

= the Exercise Price in effect immediately before the close of business on the last Trading Day of the Tender/Exchange Offer Valuation Period for such tender or exchange offer;

= the Exercise Price in effect immediately after the close of business on the last Trading Day of the Tender/Exchange Offer Valuation Period;

= the aggregate value (determined as of the time (the “Expiration Time”) such tender or exchange offer expires by the Company’s board of directors) of all cash and other consideration paid for Common Shares purchased or exchanged in such tender or exchange offer;

= the number of Common Shares outstanding immediately before the Expiration Time (including all Common Shares accepted for purchase or exchange in such tender or exchange offer);

= the number of Common Shares outstanding immediately after the Expiration Time (excluding Common Shares accepted for purchase or exchange in such tender or exchange offer); and

= the average of the last reported sale prices per Common Shares over the ten (10) consecutive Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately after the Expiration Date;

If, and whenever at any time prior to the Expiry Time, the Company shall make or issue, or fix a record date for the determination of holders of Common Shares entitled to receive (and subsequently make or issue), a dividend or other distribution payable in cash or other property not involving Common Shares or securities convertible into Common Shares (which is the subject of Section 2.1), then and in each such event the Holder of a Warrant shall receive, and shall accept, upon the exercise of a Warrant for Common Shares, a dividend or other distribution of such cash or other property in an amount equal to the amount of such cash or other property as it would have received if this Warrant had been exercised for Common Shares on the date of such event.

On the occurrence of any reclassification of, or other change in, the outstanding Common Shares or any other event or addressed in Sections 2.1, 2.2, 2.3, 2.4 or 2.5 (each, an “Unanticipated Event”), the parties will, in good faith, make such further adjustments and changes and take all necessary actions, subject to the approval of the Holder, so as to ensure that the Holder receives, upon the exercise of a Warrant occurring at any time after the date of the occurrence of the Unanticipated Event, such shares, securities, rights, cash or property that the Holder would have received if, immediately prior to the date of such Unanticipated Event, the Holder had been the registered holder of the number of Common Shares to which the Holder would be entitled upon the exercise of a Warrant for Common Shares.

The adjustments provided for in Sections 2.1, 2.2, 2.3, 2.4, 2.5 and 2.6 are cumulative and will be made successively whenever an event referred to therein occurs.

If at any time a question or dispute arises with respect to the adjustments provided for in Sections 2.1, 2.2, 2.3, 2.4, 2.5 or 2.6, such question or dispute will be conclusively determined by a firm of nationally recognized chartered professional accountants appointed by the Company (who may be the auditors of the Company) and acceptable to the Holder. Such accountants shall have access to all necessary records of the Company and any such determination will be binding upon the Company and the Holder.

The Company shall, from time to time immediately after the occurrence of any event which requires an adjustment or re-adjustment as provided in Sections 2.1, 2.2, 2.3, 2.4, 2.5 or 2.6, deliver a certificate of the Company to the Holder specifying the nature of the event requiring the same and the amount of the necessary adjustment (or, in the case of Section 2.5, entitlement to cash or other property upon conversion) and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and, if reasonably required by the Holder, such certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered professional accountants appointed by the Company (who may be the auditors of the Company) and acceptable to the Holder.

Notwithstanding anything to the contrary in Sections 2.1, 2.2, 2.3, 2.4, 2.5 or 2.6, if the Holder would otherwise be entitled to receive, upon the exercise of its right of conversion, any property (including cash) or securities that would not constitute “prescribed securities” for the purposes of clause 212(1)(b)(vii)(E) of the Tax Act as it applied immediately before January 1, 2008 (“Ineligible Consideration”), the Holder shall not be entitled to receive such Ineligible Consideration and the Company or the successor or acquiror, as the case may be, shall have the right (at the sole option of the Company or the successor or acquiror, as the case may be) to deliver to the Holder “prescribed securities” for the purposes of clause 212(1)(b)(vii)(E) of the Tax Act as it applied immediately before January 1, 2008 with a market value (as conclusively determined by the board of directors of the Company) equal to the market value of such Ineligible Consideration.

No Fractional Shares. Notwithstanding any provision contained in this Warrant Certificate to the contrary, the Company shall not issue fractional Common Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 2, the Holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Common Shares to be issued to such holder.

Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 2, and Warrants issued after such adjustment may state the same Exercise Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Warrant Certificate; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

To the extent any amendment or modification is made to Section 8 of the Note, the Company shall simultaneously amend or modify this Warrant Certificate to reflect similar terms.

Register and Transferability.

The Company shall use reasonable best efforts to maintain a register (the “Register”) for the registration in book-entry form of the original issuance of the Warrants and the registration of transfer of any Warrants. Upon the initial issuance of the Warrants in book-entry form, the Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Agent by the Company. The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company shall treat the Holder for all purposes as the owner hereof notwithstanding notice to the contrary, however, that upon its receipt of a written request to assign, transfer or sell all or part of the Warrants evidenced by this Warrant Certificate by the Holder as set forth in Section 3.2, the Company shall record the information contained therein in the Register and issue a new certificate in respect of the remaining balance of the Warrants evidenced by this Warrant Certificate; provided, however, that the Company will not register any assignment, transfer or sale of any Warrants not made in accordance with Regulation S or pursuant to registration under the 1933 Act or an available exemption therefrom.

The Warrants are subject to the restrictions on transfer applicable to the Warrants set forth in Section 5(d) of the Note Purchase Agreement and may not be offered, sold, assigned or otherwise transferred (including through hedging or derivative transactions) unless expressly permitted pursuant to Section 5(d) of the Note Purchase Agreement.

Notwithstanding anything to the contrary set forth in this Section 3, following exercise of the Warrants evidenced by this Warrant Certificate in accordance with the terms hereof, the Holder shall not be required to physically surrender this Warrant Certificate to the Company unless (A) all Warrants represented by this Warrant Certificate are being exercised (in which event this Warrant Certificate shall be delivered to the Company following exercise thereof as contemplated by Section 1.3) or (B) the Holder has provided the Company with prior written notice requesting reissuance of this Warrant Certificate upon physical surrender of this Warrant Certificate. If the Company does not update the Register to record the exercise of the Warrants evidenced by this Warrant Certificate and the dates of such exercise and/or payments (as the case may be), then the Register shall be automatically deemed updated to reflect such occurrence on the Business Day immediately prior to such occurrence.

The Company may appoint an Agent for the purpose of maintaining the Register, issuing the Common Shares or other securities then issuable upon the exercise of the rights under the Warrants, exchanging the Warrants, replacing the Warrants or conducting related activities.

No Rights as Shareholder. A Warrant does not entitle the Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

No Obligation to Purchase. Nothing herein contained or done pursuant hereto shall obligate the Holder to subscribe for, or the Company to issue, any shares except those shares in respect of which the Holder shall have exercised its right to purchase hereunder in the manner provided herein.

U.S. Legend. Certificates representing Common Shares issued pursuant to the Subscription Form, and all certificates issued in exchange thereof or in substitution therefor, until such time as it is no longer required under the applicable requirements of the 1933 Act or applicable United States state laws and regulations, shall bear the following legend:

Covenants:

So long as any Warrants evidenced hereby remain outstanding, the Company shall at all times reserve and keep available a number of its authorized but unissued Common Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Certificate.

The Company covenants and agrees that until the Expiry Time, while the Warrants (or remaining portion thereof) shall be outstanding, the Company shall use its commercially reasonable efforts to remain listed on the Principal Market, and to maintain its status as a “reporting issuer” not in default of the requirements of the applicable securities laws in the jurisdictions in which the Company is currently a reporting issuer, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company to cease to be listed on the Principal Market or cease to be a reporting issuer, respectively, so long as the holders of the Common Shares receive securities of an entity which is listed on an Eligible Market or cash or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the rules and policies of the Principal Market.

The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required for the carrying out or performing of the provisions of this Warrant Certificate.

In the event of a Change of Control Transaction in which the consideration to be received by the Company’s shareholders consists of cash and/or marketable securities, if this Warrant Certificate is outstanding upon the consummation of such Change of Control Transaction then (a) if the Fair Market Value of one Common Share is greater than the then applicable Exercise Price, this Warrant Certificate may be exercised at the election of the Holder on a net exercise issue basis as of immediately prior to such Change of Control Transaction and (b) if the Fair Market Value of one Common Share is less than or equal to the then applicable Exercise Price, this Warrant Certificate will expire immediately prior to the consummation of such Change of Control Transaction.

The covenants of the Company referenced in Sections 2, 3 and 4 of Annex A-3 of the Note are incorporated herein by reference. Such covenants of the Company shall not merge in or be prejudiced by and shall survive the redemption of the Note and shall continue in full force and effect so long as the Warrants are outstanding.

Upon request of the Holder, the Company shall use commercially reasonable efforts to issue to the Holder Book-Entry Warrants settled through the Agent in lieu of this Warrant Certificate.

Lost, Stolen or Mutilated Warrant Certificate. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant Certificate (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant Certificate, the Company shall execute and deliver to the Holder a new Warrant Certificate representing the outstanding number of Warrants.

Payment of Collection, Enforcement and Other Costs. If (a) this Warrant Certificate is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Warrant Certificate or to enforce the provisions of this Warrant Certificate or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting the Holder’s rights and involving a claim under this Warrant Certificate, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including attorneys’ fees and disbursements.

Construction; Headings. This Warrant Certificate shall be deemed to be jointly drafted by the Company and the initial Holder and shall not be construed against any such Person as the drafter hereof. The headings of this Warrant Certificate are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant Certificate. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Warrant Certificate instead of just the provision in which they are found. Unless expressly indicated otherwise, all section references are to sections of this Warrant Certificate.

Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

Dispute Resolution.

Submission to Dispute Resolution.

In the case of a dispute relating to the Exercise Price, the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail or otherwise (A) if by the Company, within five (5) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder within five (5) Business Days after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise Price at any time after the second (2nd) Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Company shall select an independent, reputable investment bank acceptable to the Holder, acting reasonably, to resolve such dispute and the Company shall promptly send written confirmation of such joint selection to the Holder.

The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 12.1 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m., New York time, by the fifth (5th) Business Day immediately following the date on which the Company provided notice to the Holder of the joint selection of such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation). Any and all communications between the Company, on the one hand, and the Holder, on the other hand, and such investment bank shall be made in writing and a copy provided simultaneously to the Company and the Holder and no meeting between such investment bank and the Company or the Holder shall take place unless each of the Company and the Holder are in attendance.

The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be shared equally between the Company and the Holder, and such investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Notices; Currency; Payments.

Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Warrant Certificate must be in writing and will be deemed to have been delivered: (i) upon receipt by the recipient, when delivered personally; (ii) upon receipt by the recipient, when sent by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses and e-mail addresses for such communications shall be:

The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant Certificate, including in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) within three (3) Business Days after any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Shares, (B) with respect to any grant, issuances, or sales of any or rights to purchase shares, warrants, securities or other property to holders of Common Shares or (C) for determining rights to vote with respect to any change of control transaction, dissolution or liquidation, provided in each case that any material non-public information in any such notice shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

Calculation of Time. When computing any time period in this Warrant Certificate, the following rules shall apply:

the day marking the commencement of the time period shall be excluded but the day of the deadline or expiry of the time period shall be included;

for time periods measured in Business Days, any day that is not a Business Day shall be excluded in the calculation of the time period; and, if the day of the deadline or expiry of the time period falls on a day which is not a Business Day, the deadline or time period shall be extended to the next following Business Day;

for time periods measured in Trading Days, any day that is not a Trading Day shall be excluded in the calculation of the time period; and, if the day of the deadline or expiry of the time period falls on a day which is not a Trading Day, the deadline or time period shall be extended to the next following Trading Day;

if the end date of any deadline or time period in this Warrant Certificate refers to a specific calendar date and that date is not a Business Day, the deadline or time period shall be extended to the next Business Day following the specific calendar date; and

when used in this Warrant Certificate the term “month” shall mean a calendar month.

Currency. Unless otherwise specified or the context otherwise requires all dollar amounts referred to in this Warrant Certificate are in United States Dollars (“U.S. Dollars”).

Payments. Whenever any payment of cash is to be made pursuant to this Warrant Certificate, unless otherwise expressly set forth herein, such payment shall be made in U.S Dollars by wire transfer of immediately available funds. Whenever any amount expressed to be due by the terms of this Warrant Certificate is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day.

Waiver of Notice. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Warrant Certificate and the Registration Rights Agreement.

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant Certificate shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Warrant Certificate and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude a Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to a Holder or to enforce a judgment or other court ruling in favor of a Holder. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY ACTION OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS WARRANT CERTIFICATE IS

Severability. If any provision of this Warrant Certificate is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant Certificate so long as this Warrant Certificate as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

Certain Definitions. For purposes of this Warrant Certificate, the following terms shall have the following meanings:

“1933 Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

“1934 Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Additional Shares of Common Stock” shall mean all Common Shares or securities or notes convertible or exchangeable for Common Shares issued by the Company after the date of this Warrant Certificate, other than (1) the following Common Shares and (2) Common Shares deemed issued pursuant to the following options and securities or notes convertible into or exchangeable for Common Shares:

Common Shares or securities or notes convertible into or exchangeable for Common Shares issued by way of a dividend or distribution that is covered by Section 2.1;

Common Shares or securities or notes convertible into or exchangeable for Common Shares issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries, whether issued before or after the date of this Warrant Certificate, pursuant to any option or incentive plan of the Company adopted by the board of directors of the Company (or any predecessor governing body); and

Common Shares or securities or notes convertible into or exchangeable for Common Shares issued upon the exercise of options or warrants or Common Shares issued upon the conversion or exchange of securities or notes convertible into or exchangeable for Common Shares which are outstanding as of the date hereof, in each case provided such issuance is pursuant to the terms of such option or warrants or securities or notes convertible into or exchangeable for Common Shares.

“Affiliate” means, in relation to any Person (the “first named person”), any other Person that controls, is controlled by or is under common control with the first named person; provided that, for greater certainty, the Company is not an Affiliate of the Holder or any of its subsidiaries for the purposes of this Warrant Certificate.

“Applicable Law” means all laws (statutory or common), rules, ordinances, regulations, grants, concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature, having application, directly or indirectly, to the Company, and includes the rules and policies of any stock exchange upon which the Company has securities listed or quoted.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York City or the City of Toronto are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York City or the City of Toronto generally are open for use by customers on such day.

“Change of Control Transaction” means any of the following events: (i) a “person” or “group” (within the meaning of Section 13(d)(3) of the 1934 Act), other than the Company, one or more employee benefit plans of the Company or the Holder or any Affiliate of the Holder (or a “group” (within the meaning of Section 13(d)(3) of the 1934 Act) of which the Holder or any Affiliate of the Holder may be a member), files any report with the SEC indicating that such person or group has become the direct or indirect “beneficial owner” (as defined below) of Common Shares representing more than fifty percent (50%) of the Company’s then outstanding Common Shares (other than Common Shares held

“Common Shares” means (i) the Company’s common shares, (ii) any share capital into which such common shares shall have been changed or any share capital resulting from a reclassification of such common shares and (iii) for purposes of Section 2.1(iv) only, the common shares or other securities of any of the Company’s subsidiaries in addition to the common shares of the Company.

“Eligible Market” means the New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or the OTC US Market so long as, in the case of the OTC US Market only, the market capitalization of the Company is $25,000,000 or more.

“Exercise Period” has the meaning given to such term in Section 1.2.

“Exercise Price” has the meaning given to such term in Section 1.1.

“Expiry Time” has the meaning given to such term in Section 1.2.

“Fair Market Value” means, with respect to any issuance of Additional Shares of Common Stock, the volume weighted average price of the Common Shares for the seven (7) Trading Days immediately preceding the issue date of such Additional Shares of Common Stock.

“Ineligible Consideration” has the meaning given to such term in Section 2.10.

“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

“Principal Market” means The New York Stock Exchange or any Eligible Market on which the Company’s Common Shares are listed (and, in the case of simultaneous listings on multiple markets, the majority of the Company’s Common Shares trade) at the applicable time.

“Registration Rights Agreement” means the amended and restated registration rights agreement dated as of March [_], 2024 between the Company and the Holder, as amended from time to time.

“SEC” means the United States Securities and Exchange Commission or any successor thereto.

“Subscription Form” means the subscription form attached hereto as Exhibit A.

“Tax Act” means the Income Tax Act (Canada).

“Trading Day” means, as applicable, (i) with respect to all price or trading volume determinations relating to the Common Shares, any day on which the Common Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Shares, then on the principal securities exchange or securities market on which the Common Shares are then traded, provided that “Trading Day” shall not include any day on which the Common Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Shares are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (ii) with respect to all determinations other than price determinations relating to the Common Shares, any day on which the Principal Market (or any successor thereto) is open for trading of securities.

“Transfer Form” means the transfer form attached hereto as Exhibit B.

Disclosure. Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this Warrant Certificate, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Company, the Company shall on or prior to 9:00 a.m., New York City time on the Business Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the notice does not constitute material, non-public information relating to the Company.

Absence of trading and disclosure restrictions. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed, written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the Company, may possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information to any third party.

Address(es)

Number of Common Shares

on the Closing Date:

in the case of any U.S. Subsidiary, the Collateral Agent shall have received (A) each applicable Collateral Document and the Note Guaranty, duly executed by each U.S. Subsidiary party thereto, (B) a pledge of all of the Capital Stock (together, in the case of Capital Stock that is certificated, with undated stock or similar powers for each such certificate executed in blank by a Responsible Officer of the pledgor thereof), required to be pledged by it pursuant to the U.S. Security Agreement, and (C) each Material Debt Instrument required to be pledged by it pursuant to the terms of the U.S. Security Agreement, endorsed (without recourse) in blank or accompanied by executed transfer form in blank by the pledgor thereof; and

in the case of the Issuer and any Canadian Subsidiary, the Collateral Agent shall have received (A) each applicable Collateral Document and the Note Guaranty, duly executed by the Issuer and each Canadian. Subsidiary party thereto, as applicable (B) a pledge of all of the Capital Stock (together, in the case of Capital Stock that is certificated, with undated stock or similar powers for each such certificate executed in blank by a Responsible Officer of the pledgor thereof), required to be pledged by it pursuant to the Canadian Security Agreement, and (C) each Material Debt Instrument required to be pledged by it pursuant to the terms of the Canadian Security Agreement, endorsed (without recourse) in blank or accompanied by executed transfer form in blank by the pledgor thereof;

on the Post-Closing Security Date:

in the case of any Swiss Subsidiary, the Collateral Agent shall have received (A) a Subsidiary Joinder Agreement and (B) such security agreement as may be required to confer on the Collateral Agent (for the benefit of the Secured Parties) security over (1) the Capital Stock of such Swiss Subsidiary (to the extent constituting Collateral) and (other than any Excluded Subsidiary) any Subsidiary of such Swiss Subsidiary which is required to be a Note Guarantor, (2) any Deposit Account maintained by such Swiss Subsidiary in Switzerland and (3) any intercompany receivable which is owed to such Swiss Subsidiary by any other Subsidiary (which, for the avoidance of doubt, shall be delivered within the time periods set forth in Section 2(a) of Annex A-1); and

in the case of any German Subsidiary, the Collateral Agent shall have received (A) a Subsidiary Joinder Agreement and (B) such security agreement as may be required to confer on the Collateral Agent (for the benefit of the Secured Parties) security over (1) the Capital Stock of such German Subsidiary (to the extent constituting Collateral) and (other than any Excluded Subsidiary) any Subsidiary of such German Subsidiary which is required to be a Note Guarantor, (2) any material Deposit Account maintained by such German Subsidiary in Germany and (3) any material intercompany receivable which is owed to such German Subsidiary by any other Subsidiary (which, for the avoidance of doubt, shall be delivered within the time periods set forth in Section 2(a) of Annex A-1); and

after the Post-Closing Security Date, in the case of any Subsidiary that is required to become a Note Guarantor after the Closing Date, the Collateral Agent shall have received:

in the case of any U.S. Subsidiary, (A) a Subsidiary Joinder Agreement, (B) if the respective Subsidiary required to comply with the requirements set forth in this definition pursuant to Section 2(b) of Annex A-1 owns registrations of or applications for U.S. Patents, Trademarks and/or Copyrights that constitute Collateral, an Intellectual Property Security Agreement, (C) Uniform Commercial Code financing statements in appropriate form for filing in such jurisdictions as the Collateral Agent may reasonably request, (E) an executed joinder to each applicable Intercreditor Agreement (if any) and (F) each item of Collateral that such Subsidiary is required to deliver under Section 2.01 of the U.S. Security Agreement;

in the case of any Canadian Subsidiary, (A) a Subsidiary Joinder Agreement, (B) if the respective Subsidiary required to comply with the requirements set forth in this definition pursuant to Section 2(b) of Annex A-1 owns registrations of or applications for Canadian Patents, Trademarks and/or Copyrights that constitute Collateral, an Intellectual Property Security Agreement, (C) PPSA financing statements in appropriate form for filing in such jurisdictions as the Collateral Agent may reasonably request, (E) an executed joinder to each applicable Intercreditor Agreement (if any) and (F) each item of Collateral that such Subsidiary is required to deliver under Section 2.01 of the Canadian Security Agreement;

in the case of any Swiss Subsidiary, the documents described in clause (b)(i) above; and

in the case of any German Subsidiary, the documents described in clause (b)(ii) above.

any asset the grant or perfection of a security interest in which would (i) be prohibited by enforceable anti-assignment provisions set forth in any contract that is permitted or otherwise not prohibited by the terms of this Note and is binding on such asset at the time of its acquisition and not incurred in contemplation thereof, (ii) violate (after giving effect to applicable anti-assignment provisions of the UCC, the PPSA or other Applicable Law) the terms of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of the Note and is binding on such asset at the time of its acquisition and not incurred in contemplation thereof, or (iii) trigger termination of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of this Note pursuant to any “change of control” or similar provision (to the extent such contract is binding on such asset at the time of its acquisition and not incurred in contemplation thereof); it being understood that the term “Excluded Asset” shall not include proceeds or receivables arising out of any contract described in this clause (a) to the extent that the assignment of such proceeds or receivables is expressly deemed to be effective under the UCC, the PPSA or other Applicable Law notwithstanding the relevant prohibition, violation or termination right;

the Capital Stock of any Excluded Subsidiary;

any intent-to-use (or similar) Trademark application prior to the filing with, and acceptance by, the U.S. Patent and Trademark Office of a “Statement of Use”, “Declaration of Use”, “Amendment to Allege Use” or similar filing with respect thereto, only to the extent, if any, that, and solely during the period if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use (or similar) Trademark application (or any Trademark registration resulting therefrom) under Applicable Law;

any asset (including Capital Stock), the grant or perfection of a security interest in which would (i) be prohibited under Applicable Law (including rules and regulations of any Governmental Entity) (after giving effect to applicable anti-assignment provisions of the UCC, the PPSA or other Applicable Law), (ii) require any governmental or regulatory consent, approval, license or authorization, in each case, to the extent such consent, approval, license or authorization has not been obtained (it being understood and agreed that no Note Party shall have any obligation to procure any such consent, approval, license or authorization) (after giving effect to applicable anti-

any Real Estate Asset, except to the extent a security interest therein can be perfected by the filing of a UCC-1 or PPSA financing statement, any leasehold interest in any other assets;

any Margin Stock;

[Reserved];

any Commercial Tort Claim with a value (as estimated by the Issuer in good faith) of less than $5,000,000;

any Excluded Account;

assets subject to a purchase money security interest, Capital Lease obligations or similar arrangement, in each case, that is permitted or otherwise not prohibited by the terms of the Note and to the extent the grant of security interest therein would violate or invalidate such lease, license or agreement or purchase money or similar arrangement or create a right of termination in favor of any other party thereto (other than the Issuer or any direct or indirect subsidiary thereof) after giving effect to the applicable anti-assignment provisions of the UCC or other Applicable Law; it being understood that the term “Excluded Asset” shall not include proceeds or receivables arising out of any asset described in this clause (j) to the extent that the assignment of such proceeds or receivables is expressly deemed to be effective under the UCC or other Applicable Law notwithstanding the relevant violation or invalidation;

any Letter-of-Credit Right that does not constitute Supporting Obligations, except to the extent the security interest therein may be perfected by filing of a financing statement under the UCC or the PPSA of any applicable jurisdiction;

motor vehicles and other assets subject to certificates of title, except to the extent the security interest therein may be perfected by filing of a financing statement under the UCC or the PPSA of any applicable jurisdiction;

any asset of a Person acquired by Issuer or any other direct or indirect subsidiary that, at the time of the relevant acquisition, is encumbered to secure assumed Indebtedness permitted by this Note to the extent (and for so long as) the documentation governing the applicable assumed Indebtedness prohibits such asset from being pledged to secure the Obligations and the relevant prohibition was not implemented in contemplation of the applicable acquisition;

any asset with respect to which the Required Noteholders and the Issuer have reasonably determined that the cost, burden, difficulty or consequence (including any effect on the ability of the relevant Note Party to conduct its operations and business in the ordinary course of business and including the cost of flood insurance (if necessary) or mortgage, stamp, intangible or other taxes or expenses) of obtaining or perfecting a security interest therein outweighs, or is excessive in light of, the practical benefit of a security interest to the Noteholder afforded thereby (and the

any governmental licenses or state, provincial or local franchises, charters or authorizations, to the extent a security interest in any such license, franchise, charter or authorization would be prohibited or restricted thereby, after giving effect to the anti-assignment provisions of the UCC or the PPSA of any applicable jurisdiction, other than any proceeds or receivable thereof to the extent the assignment of the same is effective under the UCC or the PPSA of any applicable jurisdiction notwithstanding such consent or restriction;

any asset which is designated as an “Excluded Asset” under and pursuant to any Collateral Document; and/or

from and after the closing of any Project Financing, (i) the applicable Project Loan Collateral (unless and to the extent a Project Financing Intercreditor Agreement shall have been entered into by and among the applicable Project Lender, the Collateral Agent and the Issuer) and (ii) the Project Loan Documents and any interest of the Issuer and/or any of its Subsidiaries therein or the rights and remedies of the Issuer and/or any of its Subsidiaries thereunder.

that is not a Wholly-Owned Subsidiary; provided, that no such Subsidiary will be released from its Note Guaranty except as permitted pursuant to Section 28 of the Note Purchase Agreement or as the Required Noteholders otherwise agree;

that is prohibited or restricted from providing a Note Guaranty by (A) any Applicable Law or (B) any Contractual Obligation that exists on the Closing Date or at the time such subsidiary becomes a subsidiary (which Contractual Obligation was not entered into in contemplation of the acquisition of such subsidiary (including pursuant to assumed Indebtedness)), (ii) that would require a governmental (including regulatory) or third party consent, approval, license or authorization (including any regulatory consent, approval, license or authorization) to provide a Note Guaranty (including under any financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance or similar legal principles) (in each case, on the Closing Date or at the time of the acquisition of such subsidiary), unless such consent, approval, license or authorization has been obtained (it being understood and agreed that none of the Issuer and/or any of its direct or indirect subsidiaries shall have any obligation to obtain (or seek to obtain) any such consent, approval, license or authorization) or (iii) with respect to which the provision of a Note Guaranty would be reasonably likely to result in material and adverse Tax consequences to the Issuer and/or its direct or indirect equityholders as determined by the Issuer in good faith;

that is a not-for-profit subsidiary;

that is subject to regulation as an insurance company;

that is a special purpose entity used for any permitted securitization or receivables facility or financing;

not organized under the laws of a Note Guarantor Jurisdiction;

that is a FSHCO;

that is acquired by the Issuer or any subsidiary that, at the time of the relevant acquisition, is an obligor in respect of assumed Indebtedness permitted by Section 1 of Annex A-2 to the extent (and for so long as) the documentation governing the applicable assumed Indebtedness prohibits such subsidiary from providing a Note Guaranty (which prohibition was not implemented in contemplation of such subsidiary becoming a subsidiary in order to avoid the requirement of providing a Note Guaranty);

with respect to which the burden or cost of providing a Note Guaranty outweighs, or would be excessive in light of, the practical benefits afforded thereby, as reasonably determined by the Issuer and the Required Noteholders; and

where the provision by such subsidiary of a Note Guaranty would conflict with the fiduciary duties of such subsidiary’s directors or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for such subsidiary or any of its officers or directors or to the extent it is not within the legal capacity of such subsidiary to provide a Note Guaranty (whether as a result of financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance or similar rules or otherwise).

the U.S., the filing of appropriate financing statements with the office of the Secretary of State or other appropriate office of the state of organization of each Note Party, the filing of Intellectual Property Security Agreements or other appropriate instruments or notices with the U.S. Patent and Trademark Office and the U.S. Copyright Office, and the delivery to the Collateral Agent of any stock certificate or promissory note, together with instruments of transfer executed in blank;

Canada or any province or territory thereof, (i) the filing of appropriate financing statements pursuant to the PPSA of the province or territory of organization of such Note Party or, if such Note Party is organized under the laws of Canada, the province or territory in which its registered office is located and, if it is organized under the laws of a province or territory other than the Province of Ontario or the Province of British Columbia, the province or territory in which its chief executive office is located and (ii) the filing of appropriate financing statements pursuant to the PPSA of any province or territory as the Collateral Agent may reasonably request to the extent such additional PPSA filings are necessary to perfect the Liens granted pursuant to the Collateral Documents by a Canadian Note Party, and (iii) the filing of Intellectual Property Security Agreements or other appropriate instruments or notices with the Canadian Intellectual Property Office and the delivery to the Collateral Agent of any stock certificate or promissory note, together with instruments of transfer executed in blank;

Switzerland, the delivery to the Collateral Agent of any share certificate, duly endorsed in blank, the delivery to the Collateral Agent of any acknowledgment of debt (Schuldschein), a written notification to any account bank or a written security agreement; and

Germany, the delivery of written notifications of pledge to any third party debtor of a pledged asset or claim;

Canada:

Estoppel Letters for each of the following Ontario PPSA registrations:

Li-Cycle Corp. - file no. 763756191 in favour of MERIDIAN ONECAP CREDIT CORP.

Li-Cycle Holdings Corp. - file no. 783135369 in favour of CANADIAN IMPERIAL BANK OF COMMERCE

Discharges or Estoppel Letters in respect of each of the following Ontario PPSA registrations:

Li-Cycle Corp. - file no. 751124628 in favour of CANADIAN IMPERIAL BANK OF COMMERCE

Li-Cycle Holdings Corp. - file no. 788671386 in favour of BANK OF MONTREAL

Germany:

Share pledge agreement with respect to the shares in each German Subsidiary and any Subsidiary of such German Subsidiary which is required to be Note Guarantor.

Account pledge agreement over any material bank accounts maintained in Germany by any German Subsidiary.

Security assignment agreement with respect to material intercompany receivables owed to such German Subsidiary by any other Subsidiary.

Legal opinions (in form and substance reasonably satisfactory to the Purchaser) of (i) Weil, Gotshal & Manges LLP (opinion in relation to enforceability) with respect to the Collateral Documents governed by German law and (ii) Freshfields Bruckhaus Deringer (opinion in relation to capacity) with respect to the Collateral Documents governed by German law and any other relevant post-closing document or agreement entered into by a German Note Party.

Shareholders resolutions, partners resolutions, board resolutions and/or any other relevant corporate authorization in relation to the Collateral Documents governed by German law and any other relevant document or agreement entered into by a German Note Party or agreement, authorizing the execution, delivery and performance of such documents and any other document required to be delivered by or on behalf of any German Note Party.

A certificate which shall (i) certify that attached thereto is a true and complete copy of the resolutions provided under para 5. above and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (ii) identify by name and title and bear the signatures of the authorized signatories of the relevant German Note Party (including specimen signatures of such authorized signatories of the relevant German Note Party) authorized to sign the Collateral Documents governed by German law and any other relevant document or agreement entered into by a German Note Party and any other document required to be delivered by or on behalf of a German Note Party and (iii) certify that (1) attached thereto is a true and complete copy of the articles of association (Satzung), any rules of procedure (Geschäftsordnungen), if applicable, an up-to-date commercial register excerpt (Handelsregisterauszug) and the shareholders list (Gesellschafterliste) of the relevant German Note Party and (2) such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date).

Switzerland:

Officer’s certificate appending the organizational documents (being an up-to-date certified copy of the articles of association as well as a certified excerpt from the commercial register), and, resolutions by the board of directors as well as the shareholder of the relevant Swiss Guarantor.

A copy of a board resolution, inter alia, (i) approving the entry into all transaction documents the relevant Swiss Guarantor is or will be a party to, (ii) acknowledging and agreeing with the terms and conditions of, and the granting of the pledge over the shares in the relevant Swiss Guarantor, (iii) approving the registration of the pledge of the shares in the share register (Aktienbuch) of the Swiss Guarantor, and (iv) approving irrevocably and in advance the registration in the share register of the Swiss Guarantor of any future acquirer/holder of any of the shares as shareholder with voting rights with respect to the relevant shares in case of such acquirer having acquired such shares in connection with the enforcement of the security created under Swiss law governed share pledge agreement.

A copy of a written shareholder resolution or a copy of the minutes of a shareholder meeting approving the entry into and the performance of the relevant transaction documents as well as the distribution of corporate assets in connection with an enforcement of the Swiss law governed security agreements.

An original of the duly signed copy of a Swiss law governed pledge agreement in respect of the equity interests in such Swiss Guarantor as well as the following additional documents relating thereto:

the original(s) of the certificates representing all shares and related assets (duly endorsed in blank); and

a copy of the of the up-to-date, correct and complete share register (Aktienbuch) and register of beneficial owners of the shares of the Swiss Guarantor evidencing that the pledge of the shares has been registered.

An original of the duly signed copy of a Swiss law governed security assignment agreement in respect of the material intra-group receivables owing to such Swiss Guarantor as well as the following additional documents relating thereto:

An original of the duly signed copy of a Swiss law governed pledge agreement in respect of the material bank accounts of such company which are located in Switzerland (and excluding the Project Loan Collateral) as well as the following additional documents relating thereto:

An original of the duly signed joinder to the Note Guaranty.

A legal opinion (capacity and enforceability) issued by Homburger, Swiss legal counsel to the Issuer with respect to the Swiss law governed security agreements and any other post-closing agreement entered into by a Swiss Guarantor.

Covenant to Pay. The Issuer will pay or cause to be paid all the Principal of, the Redemption Price for, Interest on, and other amounts due with respect to, this Note on the dates and in the manner set forth in this Note.

Corporate Existence. Subject to Section 8 of the Note, the Issuer shall do or cause to be done, at its own cost and expense, all things necessary to preserve and keep in full force and effect its corporate existence in accordance with the organizational documents (as the same may be amended from time to time) of the Issuer.

Stay, Extension and Usury Laws. To the extent that it may lawfully do so, the Issuer (i) agrees that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted or in force) that may affect the covenants or the performance of this Note; and (ii) expressly waives all benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Noteholder by this Note, but will suffer and permit the execution of every such power as though no such law has been enacted.

Payment of Taxes. The Issuer shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon it or its properties except (i) where the failure to effect such payment or discharge is not adverse in any material respect to the Noteholder or (ii) where such taxes are being contested in good faith and by appropriate negotiations or proceedings and with respect to which appropriate reserves have been taken in accordance with applicable accounting standards.

Further Covenants. The Issuer shall comply with those covenants as set forth in Section 5 of the Note Purchase Agreement and the Registration Rights Agreement.